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Scheme of Arrangement to delist

Dear Shareholder,

Notification of publication of important documentation in relation to the proposed reduction of capital and establishment of The London Tunnels Incorporated, a newly incorporated Cayman Island entity, as the holding company of London Tunnels (the “Proposals”).

As you may be aware, On 9 July 2025, the Company Board announced that, having carried out a strategic review of the Company’s listing on Euronext Amsterdam, it had concluded that a new private Cayman Islands company, The London Tunnels Incorporated (TLT Holdings), that would become the Company’s holding company by means of a scheme of arrangement under Part 26 of the Companies Act (the Scheme), was in the best interests of the business and its stakeholders, and that it would be engaging with Shareholders on these Proposals.

The next step in the process is for London Tunnels Shareholders to vote on the Scheme. Certain documents relating to voting are now being made available to Shareholders.

Electronic Notification

Please accept this communication as notification that the circular relating to the Scheme and the Proposals (the Scheme Document), which includes copies of the notices convening the Court Meeting and the General Meeting (both as defined therein), is now available for inspection on the Company’s website www.thelondontunnels.com.

Although you have elected, or been deemed to have elected, to receive documents from the Company in electronic form you have been sent hard copies of:

a)         a BLUE Form of Proxy for the Court Meeting; and

b)         a WHITE Form of Proxy for the General Meeting.

Examples of these documents are also available upon request from the Company Secretary and Registrar, Ben Harber by emailing benh@woodhamcorpservices.com.

As an alternative to completing and returning the printed Forms of Proxy, London Tunnels Shareholders entitled to attend and vote at the Meetings may appoint a proxy by emailing a signed and scanned copy to Ben Harber (benh@woodhamcorpservices.com), instructions for which are set out below.

Please note that this communication is not a summary of the information and proposals set out in the Scheme Document and should not be regarded as a substitute for reading the Scheme Document in full. You should read the Scheme Document and the Forms of Proxy carefully before making a decision.

Meetings

The Court Meeting and the General Meeting will both be held at the offices of the Company at Second Floor Nicola Jane House, Southern Gate, Chichester, West Sussex, United Kingdom, PO19 8SE on 1 September 2025. The Court Meeting will start at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Forms of Proxy

The Forms of Proxy are important and require your attention. The BLUE Form of Proxy is for use at the Court Meeting and the WHITE Form of Proxy is for use at the General Meeting.

It is important that as many votes as possible are cast at the Court Meeting in particular so that the Court can be satisfied that there is a fair representation of the views of Scheme Shareholders.

Please complete and return the Forms of Proxy as soon as possible. The Forms of Proxy must be received by the Company Secretary, Ben Harber (via post or email), by 10.00 a.m. on 28 August 2025 (London time) in the case of the BLUE Form of Proxy and by 10.15 a.m. on 28 August 2025 (London time) in the case of the WHITE Form of Proxy (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned Meeting (excluding any part of such 48 hour period falling on a non-working day)), as set out in the notes to the Forms of Proxy and in the notices of the Meetings. Doing so will not prevent you from attending, speaking or voting at the Meetings if you are entitled and wish to do so. BLUE Forms of Proxy not so lodged may be handed to the Chair of the Court Meeting (or the Company Secretary on the Chair’s behalf) before the start of that meeting, but WHITE Forms of Proxy not lodged by the relevant time will be invalid.

Right to Request Hard Copies

If you have any administrative questions or would like to request a hard copy of the Scheme Document (or any information incorporated into it by reference to another source) please contact the Company Secretary and Registrar, Ben Harber, at benh@woodhamcorpservices.com or by submitting a request in writing to Ben Harber  c/o Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ. You may also request that all future documents, announcements and information to be sent to you in relation to the Proposals should be in hard copy form. A hard copy of the Scheme Document (or any information incorporated into it by reference to another source) or any other document, announcement or information relating to the Proposals will not be sent to you unless so requested.

Data protection

To the extent that the Company holds personal information about any person to whom this communication is sent, the Company will process such information in accordance with its shareholder data privacy notice which can be found at www.thelondontunnels.com or requested by sending an e-mail to benh@woodhamcorpservices.com or by writing to Ben Harber  c/o Huckletree Bishopsgate, 8 Bishopsgate, London, EC2N 4BQ.

Example forms of Proxy

Download document

Scheme circular

Download document

Access to this area of the website may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the information on this area of the website. These materials are not directed at or to be accessed by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement of The London Tunnels to comply with any consent or other formality which The London Tunnels regards as unduly onerous.

Proposed reduction of capital and establishment of The London Tunnels Incorporated (TLT Holdings) as the holding company of The London Tunnels Limited (The London Tunnels) (the Transaction).

Access to the website

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Transaction.

If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. The London Tunnels reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of The London Tunnels.

This part of the website contains electronic versions of materials relating to the Transaction. The materials you are seeking to access are made available by The London Tunnels in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to The London Tunnels that they are doing so for information purposes only.

To allow you to view information about the Transaction, you must read this notice and then click "AGREE". If you are unable to agree, you should click "DISAGREE" and you will not be able to view information about the Transaction.

Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Transaction) in any jurisdiction in which such offer or solicitation is unlawful.

The Transaction will be made solely by means of a scheme document which will contain the full terms and conditions of the Transaction, including details on how it may be accepted. Any decision made in relation to the Transaction should be made solely on the basis of the information provided in any such document.

Overseas jurisdictions

Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom or the Netherlands who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.

You should not download, mail, forward, distribute, send or share the information or documents contained on this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so. It is your responsibility to satisfy yourself as to the full observance of any laws and regulatory requirements. If you are not permitted to view the information in this website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this website. The London Tunnels and its advisers do not assume any responsibility for any violation by any person of these restrictions.

This part of the website contains information that has been prepared for the purposes of complying with English and Dutch law and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England and the Netherlands.

Notice to US Investors

US holders of The London Tunnels shares may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Transaction. US holders should note that the Transaction relates to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act, is subject to UK and Dutch disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in the documents contained on this part of the website has been prepared, or shall have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States (US GAAP). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom.

Cautionary Note Regarding Forward-Looking Statements

The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, TLT Holdings and/or The London Tunnels. These statements are based on the current expectation of the management of TLT Holdings and/or The London Tunnels and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as "will", "may", "should", "could", "would", "can", "believes", "intends", "expects", "indicates", "anticipates" or similar words or terms or by discussions of, inter alia, strategies, goals or plans.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, The London Tunnels cannot give any assurance that any forward-looking statement will prove to be correct in the future. The London Tunnels does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements. Unless expressly stated otherwise, no statement contained or referred to in this website is intended to be a profit forecast or profit estimate for any period and no statement should be interpreted to mean that earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for the relevant party to the Transaction.

Responsibility

In relation to any offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.

The documents included in this part of the website issued or published by The London Tunnels speak only at the specified date of the relevant document and The London Tunnels has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any such announcements or other offer-related materials issued or published by TLT Holdings, or which relate to TLT Holdings, that are accessible on this website, the only responsibility accepted by The London Tunnels and its directors is for the correctness and fairness of its reproduction.

Neither the directors of The London Tunnels, nor The London Tunnels, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.

If you are in any doubt about the contents of this part of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Confirmation of understanding and acceptance

I have read and understood the notice set out above and I agree to be bound by its terms.

· I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.

· I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.

· I represent and warrant to The London Tunnels that I intend to access this part of the website for information purposes only.

If you are not able to give these confirmations, you should click on DISAGREE below.

AGREED DISAGREE