Currys : Shareholder Circular and Notice of General Meeting

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This document and the accompanying voting instruction card are important and require your immediate attention.

If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.

If you sell or transfer or have sold or otherwise transferred all of your Currys Shares, please send this document together with the accompanying documents (other than documents or forms personalised to you) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Currys Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with these requirements or restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. This document has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Proposed Disposal

of Kotsovolos

Notice of General Meeting

This document, including the information incorporated by reference, should be read as a whole. Your attention, in particular, is drawn to the risk factors set out in Part II (Risk Factors) of this document and the letter from the Chair of Currys that is set out in Part I (Letter from the Chair of Currys) of this document and which contains a unanimous recommendation from the Directors that you vote in favour of the Disposal Resolution to be proposed at the General Meeting.

Notice of a General Meeting of Currys to be held at 10 York Road, London, SE1 7ND at 9:30 a.m. on 21 November 2023, is set out in Part IX (Notice of General Meeting) of this document.

Currys plc

(incorporated and registered in England and Wales with registered number 07105905)

2 Currys plc  Proposed Disposal of Kotsovolos - Notice of General Meeting 2023

Notice of General Meeting

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Important notices

4 Currys plc  Proposed Disposal of Kotsovolos - Notice of General Meeting 2023

Important notices continued

1. For a breakdown of Adjusting items to EBIT, see the 'Adjusting items' reconciliation below.
2. For a breakdown of Adjusting items to EBITDA, see the 'Adjusting items' reconciliation below.

Adjusting items

1. Mobile network debtor revaluation (impacting adjusting items in FY21 only)

Adjusting items includes the impact of out of period network debtor revaluations due to changes in the initial underlying assumptions, primarily driven by the introduction of new regulations or other external factors that drive significant changes in consumer behaviours, where the original transaction was recorded in periods prior to the current financial reporting year. They do not include the incremental amounts that form part of

the constraint as these elements are not recognised initially when the performance obligation is satisfied. Although they can recur each period management consider these out of period network revaluations to be non-operating in nature, and thereby distorting the underlying trading performance within the period. The inclusion of such items is considered to be additional useful information for users to aid the understanding of current year trading.

2. Acquisition and disposal related items

Includes costs incurred in relation to the acquisition, and income for the disposal of business operations, as the related costs and income reflect significant changes to the Currys Group's underlying business operations and trading performance. Adjusted results do not exclude the related revenues or costs that have been earned in relation to previous acquisitions, with the exception of the amortisation of intangibles, such as brands, that would not have been recognised prior to their acquisition. Where practically possible amounts are restated in comparative periods to reflect where a business operation has subsequently been disposed.

3. Strategic change programmes

Primarily relate to costs incurred for the execution and delivery of a change in strategic direction, such as; severance and other direct employee costs incurred following the announcement of detailed formal restructuring plans as they are considered one-off; property rationalisation programmes where a business decision is made to rebase the store estate as this is considered both one-off in nature and to cause a significant change to the underlying business operations; and implementation costs for strategic change delivery projects that are considered one-off in nature. Such costs incurred do

not reflect the Currys Group's underlying trading performance. Results are therefore adjusted to exclude such items in order to aid comparability between periods.

4. Impairment losses and onerous contracts

In order to aid comparability, costs incurred for material non-cash impairments (or reversals of previously recognised impairments) and onerous contracts are included within adjusting items where they have a significant impact on amounts presented in either the statutory income statement or statutory cash flow statement in any set of annual Currys Group financial statements. When considering the threshold, management will consider whether the gross impairment charge and gross reversal of previously recognised impairment in any one reportable operating segment is above the material threshold for that financial period.

While the recognition of such is considered to be one-off in nature, the unavoidable costs for those contracts considered onerous is continuously reviewed and therefore based on readily available information at the reporting date as well as managements historical experience of similar transactions. As a result, future cash outflows and total charges to the income statement may fluctuate in future periods. If these changes are material, they will be recognised in adjusting items.

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5. Regulatory costs

The Currys Group includes material costs related to data incidents and regulatory challenge within adjusting items so far as on the basis of internal or external legal advice, it has been determined that it is more than possible that a material outflow will be required to settle the obligation (legal or constructive) and subsequently recognised a provision in accordance with IAS 37.

6. Other items

Other items include those items that are non-operating and one-off in nature that are material enough to distort the underlying results of the business but do not fall into the categories disclosed above. In the years ended 1 May 2021 and 30 April 2022, such items included the settlement of legal cases and other contractual disputes where the corresponding income, or costs, would be considered to distort users understanding of trading performance during the period.

7. Amortisation of acquisition intangibles

Relates to the depreciation and amortisation impact of item 2 above.

Definitions

Certain terms used in this document, including capitalised terms and certain technical terms, are defined and explained in Part VIII (Definitions) of this document.

Incorporation by reference

Certain information in relation to the Company is incorporated by reference into this document. Further information is set out in Part VII (Information Incorporated by Reference) of this document. Without limitation, unless expressly stated herein, the contents of the websites of the Currys Group, and any links accessible through the websites of the Currys Group, are not incorporated into and do not form part of this document.

No profit forecast or estimates

Unless otherwise stated, no statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Currys Group, Kotsovolos or the Continuing Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Currys Group, Kotsovolos or the Continuing Group, as appropriate.

No offer or solicitation

This document is not a prospectus and is not intended to, and does not constitute or form part of, any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.

This document is dated 3 November 2023.

8 Currys plc  Proposed Disposal of Kotsovolos - Notice of General Meeting 2023

Part I - Letter from the Chair of Currys

Dear Shareholder,

Proposed Disposal of Kotsovolos

Notice of General Meeting

1. Introduction

On 3 November 2023, Currys plc ("Currys" or the "Company") announced that it had agreed the sale of Dixons South East Europe A.E.V.E., the holding company of Currys' entire Greece and Cyprus retail business, trading as Kotsovolos ("Kotsovolos"), to Public Power Corporation S.A. ("PPC" or the "Purchaser") (the "Disposal"). The Disposal values Dixons South East Europe A.E.V.E. at an enterprise value of €200 million (£175 million) on a debt free, cash free basis, and excluding lease liabilities.

The consideration payable on Completion shall be calculated based on:

• an equity value after adjustments for cash, debt and working capital of €268 million (£235 million) as at 29 April 2023; plus
• an additional daily amount which is calculated by multiplying an amount equal to €11,019 by the number of calendar days from 29 April 2023 until and including the Completion Date; less
• the amount of any defined leakage items,

(the "Consideration").

The Consideration is payable in full and in cash on the date of Completion. The principal terms of the Sale and Purchase Agreement are described in more detail in Part III (Summary of the Principal Terms and Conditions of the Disposal) of this document.

The enterprise value of €200 million (£175 million), adjusted to include lease liabilities of €97 million (£85 million) as at 29 April 2023, implies a multiple of 6x adjusted EBITDA3 of £43 million (€49 million) and 14x adjusted EBIT3 of £18 million (€21 million) for the 52 weeks ended 29 April 2023. The value achieved recognises the market leading position of Kotsovolos, with strong brand awareness, a strong omnichannel platform, and a diverse mix of products and services. The acquisition multiple also represents a material premium to the current trading multiple of Currys, therefore representing an attractive outcome for Shareholders.

After adjustment for estimated transaction costs, separation costs and intercompany balances, and cash in the business, the net cash proceeds from the Disposal are expected to be approximately £156 million (€179 million) (the "Net Cash Proceeds").

In view of its size, the Disposal constitutes a Class 1 transaction under the Listing Rules. Completion is therefore conditional upon, amongst other things, the passing of an ordinary resolution approving the Disposal by Shareholders (the "Disposal Resolution"). Accordingly, a General Meeting is being convened at which such approval for the Disposal Resolution will be sought and will be held at 9:30am on 21 November 2023. The Notice of General Meeting is set out in Part IX (Notice of General Meeting) of this document.

The Board expects that, subject to the satisfaction and/or waiver of the conditions precedent to the Disposal, Completion of the Disposal is expected to occur in the first quarter of 2024.

The purpose of this document is to: (i) provide you with information relating to the Disposal; (ii) explain the background to, and reasons for, the Disposal and why the Board considers the Disposal to be in the best interests of Shareholders as a whole; and (iii) recommend that you vote in favour of the Disposal Resolution set out in the Notice of General Meeting at the end of this document.

Shareholders should read the whole of this document and not rely only on the summarised information set out in this letter. Shareholders will find definitions for capitalised terms used in this letter and the rest of the document in Part VIII (Definitions) of this document.

2. Background to and reasons for the Disposal

2.1 Overview

On 16 June 2023, Currys announced that it was conducting a strategic review of its Greece and Cyprus business, Kotsovolos, including exploring the potential disposal of the business. The Board of Currys actively reviews the Currys Group structure on a regular basis with a view to considering alternative options for driving value for Shareholders. The Board believes that the strength of the Kotsovolos business and its long-term track record are not fully reflected in the Currys Group's valuation, and so earlier in the year the Board determined that it was appropriate to initiate a strategic review to consider whether Currys remained the right long-term owner for the business.

As part of this strategic review, the Board has considered several options for Kotsovolos, including separating the business or retaining the business within the Currys Group, and concluded that a disposal, if it could be agreed on appropriate terms, would present Shareholders with the best outcome. Having now agreed terms with the Purchaser, the Board believes that the Disposal has strong commercial and strategic rationale for Shareholders for the reasons set out in Sections 2.2, 2.3 and 2.4 below.

3 Adjusted EBITDA and adjusted EBIT is prepared with the inclusion of leases under IFRS 16.

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2.2 The Disposal will create value for Shareholders

The Disposal and associated enterprise value of €200 million (£175 million), adjusted to include lease liabilities of €97 million (£85 million) as at 29 April 2023, represents an attractive valuation for Kotsovolos at a multiple of 14x adjusted EBIT of £18 million (€21 million) for the 52 weeks ended 29 April 2023. The acquisition multiple is at a premium to the valuation at which Currys Shares trade today, or have done so over the last 12 months. As a consequence, the Board is of the view that significantly greater value can be realised for Shareholders from the Disposal than retaining the business within the Currys Group going forward.

2.3 The Disposal will strengthen Currys' balance sheet and increase flexibility to improve shareholder returns

As noted in Section 4 of this Part I (Letter from the Chair of Currys), the Board intends to use the Net Cash Proceeds to reduce the Currys Group's total indebtedness in the short term.

At the appropriate time following the completion of the Currys Group's peak trading period, the Board will also enter into discussions with the pension trustees regarding the funding for the Pension Scheme.

On 6 July 2023, Currys announced alongside its preliminary results that the Board would not be declaring a final dividend for FY 2022/23. This was part of a series of measures to strengthen Currys' balance sheet, including a reduction in capital expenditure, which the Board considered prudent in light of the uncertain outlook in the UK & Ireland and Nordic markets.

The Board considers the payment of dividends, and additional surplus returns of capital over time, to be an important part of delivering value to Shareholders and, therefore, after reducing financial indebtedness, reviewing the potential contribution to the Currys Group's pension fund and opportunities to invest in the business, the Board will explore the potential to return any surplus capital to Shareholders, based on a number of factors including the underlying financial strength of the business, prevailing market conditions, the balance of shareholder preference, and the scale of any proceeds to be returned.

2.4 The Disposal will simplify the Currys Group's structure

Over the last 9 years, Currys has successfully executed on a number of actions with a view to simplifying and focusing the Currys Group around its core businesses in the UK & Ireland and the Nordics4, including most recently the disposal of a minority equity investment in UniEuro in the year ended 1 May 2021.

Whilst Kotsovolos has a strong competitive position within the Greek technology retail market, there are limited synergies between it and the Currys Group. It also represents only a relatively small amount of the Currys Group's performance compared to the UK & Ireland and Nordics segments, at only 7% of Currys Group revenue (£637 million of the total revenue of £9,511 million) and 8% of Currys Group adjusted EBIT (£18 million out of the total £214 million) (for FY 2022/23).

The Disposal will therefore enable the Continuing Group to focus on improving profitability and long-term growth in its larger scale markets of the UK & Ireland and Nordics.

As disclosed in the Currys Group's trading update on 7 September 2023, in the UK and Ireland the performance of the business is seeing an encouraging trajectory, and management remain focused on continuing to strengthen performance and maintain its position as a leading omnichannel retailer of technology products and services. In the Nordics, the Currys Group is making progress towards its goal of restoring the business to its previous healthy levels of profit and cash generation through the decisive actions taken on margins and costs saving measures.

3. Principal terms of the Disposal

The Disposal is being made pursuant to the terms of the Sale and Purchase Agreement. Under the Sale and Purchase Agreement, Currys has agreed to sell its entire shareholding in Dixons South East Europe A.E.V.E. for an enterprise value of €200 million (£175 million), on a debt free, cash free basis and excluding lease liabilities, subject to certain conditions precedent to Completion. The equity value after adjustments for cash, debt and working capital is €268 million (£235 million).

The Sale and Purchase Agreement contains certain warranties and indemnities given by each of Currys and the Purchaser which are customary for a transaction of this nature.

Completion of the Disposal is conditional upon the satisfaction (or waiver, where applicable) of the following Conditions:

• the passing of the Disposal Resolution by Shareholders at the General Meeting;
• obtaining a merger clearance approval from the European Commission or the Hellenic Competition Commission;
• obtaining a Foreign Subsidies Regulation clearance following a filing from the Purchaser before the European Commission or an ex officio investigation by the European Commission;
• obtaining third party consents to the Disposal from counterparties to certain contracts to which Kotsovolos is a party; and
• the execution of a commercial services agreement between Currys Group Limited and Dixons South East Europe A.E.V.E. with respect to the acquisition of certain original equipment manufacturer ("OEM") products by Kotsovolos (the "Commercial Services Agreement").

The Board expects that, subject to the satisfaction and/or waiver (where applicable) of the Conditions, Completion is expected to occur in the first quarter of 2024.

Further details of the terms of the Disposal, including the principal terms of the Sale and Purchase Agreement and Commercial Services Agreement, are set out in Part III (Summary of the Principal Terms and Conditions of the Disposal) of this document.

4 This reference to Nordics includes the markets in Norway, Sweden, Denmark and Finland.