News

Notice of AGM - 2025

Notice is hereby given that the Annual General Meeting (meeting) of Foundation of Hearts Limited (Company) will be held at the Gorgie Suite, Tynecastle Park, McLeod Street, Edinburgh on Thursday 4 December 2025 at 6pm. By order of the Board Gerry Mallon Director Collins House, Rutland Square, Edinburgh EH1 2AA SC387126 14 November 2025 NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING OR GENERAL MEETING ATTENDING THE MEETING 1. The right to attend, speak and vote at the AGM is determined by reference to the membership of the Company (the Register). Only full members of the Company on 2nd December 2025 (or, if the AGM is adjourned, 48 hours before the time appointed for the commencement of the adjourned AGM (excluding any part of a day that is not a working day)) shall be entitled to attend, speak and vote at the AGM (or any adjournment thereof). Associate members of the Company are entitled to attend the AGM but are not entitled to speak or vote at the AGM. COMMUNICATION 2. Members who have general queries about the meeting should email info@foundationofhearts.org.

2025 Board Elections

We are delighted to announce that there has been an excellent response to the call for nominations for the Foundation of Hearts board. In total, six candidates have been put forward for the two places which are available. The candidates’ election addresses are below - click on the names to read them - and details of the voting process will be issued to Foundation members shortly. The results of the election will be announced at the AGM on 4 December. Daniel Brunton Diane Scougall Dougie Shirlaw Euan Tripp Graham Robertson Raymond Wales I am delighted to say that our finance director, Paul Cheshire, now feels able to continue into the third year of his appointed term, so will remain as a member of the board, and there will be no need for the appointment of a new specialist financial member at this time.

Board Role Profile - Director

Role Profile: Director Role Title: Director Organisation: Foundation of Hearts Location: Remote with attendance at meetings and events Time Commitment: Part-time, voluntary Overview The Foundation of Hearts (FoH) is a fan-led organisation dedicated to ensuring the sustainability and prosperity of Heart of Midlothian Football Club. The Board of the Foundation plays a crucial role in representing the interests of its members, strengthening engagement, and working collaboratively with the club to drive long-term security, stability and success. As a Director, you will contribute to the strategic direction of the Foundation, champion the voices of our members, and help grow and sustain the membership base. This voluntary role requires a deep commitment to the values and objectives of the Foundation, along with a willingness to work collaboratively to achieve its goals. There is also the potential for 1 Board member to sit as an FoH Representative on the main Club board alongside the FoH Chair. This position is decided by vote from the FoH board. Key Responsibilities • Governance & Strategy: Participate in setting the strategic direction of the Foundation, ensuring good governance, transparency, and accountability. • Member Engagement: Represent and advocate for the interests of Foundation members, ensuring their voices are heard and considered in key decisions. • Collaboration with the Club: Maintain a positive and constructive relationship with Heart of Midlothian FC, working to strengthen the partnership between the club and our members. • Marketing & Growth: Support initiatives to grow the membership base, develop and enhance member benefits, and improve communication. • Events & Representation: Organise, attend, and contribute to Foundation events, including Foundation Day, plot ceremonies, member social occasions, and member forums. • Fundraising & Sustainability: Assist in maintaining financial sustainability through fundraising, sponsorships, and innovative engagement strategies. Person Specification Essential • Passion for Heart of Midlothian FC and a strong commitment to fan ownership and engagement and a current membership of FoH. • Excellent communication and interpersonal skills, with the ability to engage effectively with a diverse membership base. • Strategic thinking and problem-solving skills, with a collaborative approach to decision-making. • Understanding of governance and financial accountability within a not-for-profit or member-led organisation. • Willingness to dedicate time and energy to the Foundation, including creating and delivering projects to help increase member numbers and engagement together with attending meetings and events. Desirable • Experience in areas such as marketing, finance, fundraising, legal, governance, or community engagement. • Previous experience serving on a board or committee, particularly in a voluntary capacity. • Strong network within the Hearts community and/or broader footballing world. Term & Commitment The position of Director is subject to FoH elections with 3-year terms, with a maximum of 3 terms from FoH elections totalling 9 years, in accordance with FoH articles of association. The role requires a commitment to attend regular board meetings (in person as often as possible or virtually, when required), participate in key events, and contribute to ongoing projects. Why Join the Foundation of Hearts Board? By joining the Foundation of Hearts Board you have a chance to play a pivotal role in ensuring the long-term sustainability and success of Heart of Midlothian FC and Fan Ownership. You can represent the voices of thousands of passionate members. You will work alongside like-minded individuals dedicated to fan ownership and club success. You will Gain valuable experience in governance, strategic decision-making, and football administration. NOMINATION FORM

Board Role Profile - Director - Finance Specialist

Role Profile: Director (Specialist expertise - Finance) Role Title: Director (Specialist expertise – Finance) Organisation: Foundation of Hearts Location: Remote with attendance at meetings and events Time Commitment: Part-time, voluntary Overview The Foundation of Hearts (FoH) is a fan-led organisation dedicated to ensuring the sustainability and prosperity of Heart of Midlothian Football Club. The Board of the Foundation plays a crucial role in representing the interests of its members, strengthening engagement, and working collaboratively with the club to drive long-term security, stability and success. As a Board Member with Specialist expertise in Finance/Accounts, you will contribute to the strategic direction of the Foundation, champion the voices of our members, and help grow and sustain the membership base. This voluntary role requires a deep commitment to the values and objectives of the Foundation, along with a willingness to work collaboratively to achieve its goals. There is also the potential for 1 Board member to sit as an FoH Representative on the main Club board alongside the FoH Chair. This position is decided by vote from the FoH board. This is a specialised role which requires experience and a proven track record in Accounting/Finance together with a relevant accounting qualification. Key Responsibilities Specific Accounting Responsibilities • Overseeing monthly management accounts approach monitoring income and expenditure against budget. • Approval of payment of expenses. • Determining amount of cash to be transferred to the club at the end of each month and organising the transfer. • Preparing annual budget for approval by the board. • Responsibility for the annual statutory accounts working with external accountants. • Presenting the financial results at the annual AGM. General Responsibilities • Governance & Strategy: Participate in setting the strategic direction of the Foundation, ensuring good governance, transparency, and financial oversight. • Member Engagement: Represent and advocate for the interests of Foundation members, ensuring their voices are heard and considered in key decisions. Spend time at events and forums talking to our members and seeking feedback. • Collaboration with the Club: Maintain a positive and constructive relationship with Heart of Midlothian FC, working to strengthen the partnership between the club and our members. • Marketing & Growth: Support initiatives to grow the membership base, develop and enhance member benefits, and improve communication. • Events & Representation: Organise, attend and contribute to Foundation events, including Foundation Day, plot ceremonies, ongoing regular and ad hoc member social occasions (90 Minutes, Pub Nights etc.) and member forums. • Fundraising & Sustainability: Assist in maintaining financial sustainability through fundraising, sponsorships, and innovative engagement strategies. Person Specification Essential • A proven track record in an Accounts/Finance role with a relevant accounting qualification. • Passion for Heart of Midlothian FC and a strong commitment to fan ownership and engagement and a current membership of FoH. • Excellent communication and interpersonal skills, with the ability to engage effectively with a diverse membership base. • Strategic thinking and problem-solving skills, with a collaborative approach to decision-making. • Understanding of governance and financial accountability within a not-for-profit or member-led organisation. • Willingness to dedicate time and energy to the Foundation, including creating and delivering projects to help increase member numbers and engagement together with attending meetings and events. Desirable • Experience in areas such as marketing, finance, fundraising, legal, governance, or community engagement. • Previous experience serving on a board or committee, particularly in a voluntary capacity. • Strong network within the Hearts community and/or broader footballing world. Term & Commitment The position of Director is subject to FoH elections with 3-year terms, with a maximum of 3 terms from FoH elections totalling 9 years, in accordance with FoH articles of association. The role requires a commitment to attend regular board meetings (in person as often as possible or virtually, when required), participate in key events, and contribute to ongoing projects. Why Join the Foundation of Hearts Board? By joining the Foundation of Hearts Board you have a chance to play a pivotal role in ensuring the long-term sustainability and success of Heart of Midlothian FC and Fan Ownership. You can represent the voices of thousands of passionate members. You will work alongside like-minded individuals dedicated to fan ownership and club success. You will Gain valuable experience in governance, strategic decision-making, and football administration. NOMINATION FORM

Ann Budge

Ann Budge – An outstanding leader committed to doing what was right for Heart of Midlothian The agony, the ecstasy of being a Hearts fan. The match day nerves, the walking to the ground, the friends and family, the pubs, the fish bar, the Plaza, the shop. Tynecastle. The warm-up, the Hearts song, the kick off, the cheers, the groans. A week ruined or a week with a warm glow. All this and so much more. The history, memories and hopes, past family members, youngsters picking up the baton. All wrapped up in maroon and white. Glorious Hearts. We all know how much it means. We can only imagine what it would be like if this was all taken away. It could have been – and it would have been had not an extraordinary leader emerged when that prospect was very real. Ann Budge steps down as the chair of our club in December of this year after enabling the saving of the club more than ten years ago. Since then, she has steered it back to its proper place, brought stability and respect, restored the values which the supporters cherish. On a corporate level, her work has been a case study of professionalism, vision, and strategy delivered with absolute integrity. But it has been much more than that. Her commitment to the Hearts community and everyone in it has been passionate and fierce. We have been incredibly fortunate to have had a real champion with the drive and the skills to take the club forward and when necessary to fight our corner. We are proud that the journey for her began with the Foundation, a relationship that convinced her that this group of supporters were clearly here for altruistic reasons associated only with saving Hearts. Thankfully, she picked up the mantle. And on the platform of her financial and professional expertise, plus the faith and the pledges of the amazing Hearts supporters, she rebuilt a club that was all but broken. Her list of achievements is long and impressive. First, the club not only exists but has powered forward. On the pitch, European nights and regular Hampden visits. Off the pitch, sell-out stadiums, the growth of the Academy, the development of Tynecastle, the re-building of the Big Hearts charity, the creation of the Innovation Centre, the strong links with the local community, the exemplary management of our finances when serving as CEO, outside investment. She has been that rare thing, a strong woman leading and making waves in a male-dominated world which is at times populated with individuals who can hold entrenched values and opinions. Ann Budge has risen above that and thrived, her selfless decision-making informed only by what she believed was right and by what was best for Heart of Midlothian. The Foundation of Hearts is often cited as an outstanding example of what fans can achieve. It – we – can also boast that through this fans’ movement, we helped to bring forward and then worked alongside a leader who leaves a legacy which will never be forgotten as long as Hearts teams run out at Tynecastle. Chroniclers and historians in the future will focus on this period as a daunting but ultimately reinvigorating watershed era for Heart of Midlothian. Their headlines will rightly be dedicated to the person who led us in making this all happen, Ann Budge.

90 Minutes: With Derek McInnes

Foundation of Hearts members are invited to an exclusive, behind-the-scenes evening at “90 Minutes: With Derek McInnes” 📅 Monday 7th July 2025 🕖 Event Starts: 19:00 (Doors open: 18:30) 📍 Gorgie Suite Hosted by Hearts TV’s Rob Borthwick, the event will give fans an insight into the coaching team’s plans heading into the new season.Expect open and honest discussion, tactical talk, and a rare opportunity to hear directly from the man shaping the future of the club.The evening will conclude with an interactive Q&A, giving members the chance to put their own questions to Derek.Tickets are limited and available exclusively to FoH members. These will be available on Tuesday 24th June by clicking here.

EGM FAQs

Heart of Midlothian plc General Meeting – 18 June 2025 FAQ’s 1. Why do the New Articles create a new class of shares? Tony Bloom has agreed that the shares he acquires will carry no right to vote. Other than having no right to vote, the new class of Non-Voting Shares will otherwise have the same rights as the existing Ordinary Shares. The Club’s existing articles of association do not provide for Non-Voting Shares (on the basis that none currently exist). The New Articles will therefore create such a new class and define the rights attaching to those shares. 2. Why has the maximum number of Club directors been increased? In exchange for his investment, the Club has agreed that Tony Bloom shall be entitled to appoint one individual to the Club’s board of directors for so long as he continues to hold a 10% equity stake in the Club. Given that there will be an additional board member, the New Articles also increase, by one, the maximum number of individuals who can be appointed to the Club’s board. For the avoidance of doubt, there is no change to the necessary quorum requirements for Board meetings. 3. Do any restrictions apply if Tony Bloom wishes to transfer his shares? Yes – if Tony Bloom wishes to transfer his shares, the New Articles state that, before transferring to an external third-party, he must first offer those shares to any existing shareholder who owns more than 10% of the share capital of the Club. Note that, in addition, Tony Bloom has also agreed not to transfer his shares (other than to a Permitted Transferee – see below) for a period of 2 years unless a majority of the Ordinary Shareholders provide their consent. 4. Do any restrictions apply if the Club wishes to issue more shares? UK company law states that, generally, unless disapplied by a special resolution, when a company issues new shares for cash, all existing ordinary shareholders have a right to purchase a proportion of those new shares, on the same or more favourable terms, pro rata to the existing equity stake held by them. The New Articles contain a provision which confirms that Tony Bloom’s prior written consent would be required in order for such pre-emption rights to be waived (for so long as Tony Bloom continues to hold a 25% equity stake). This has been included to ensure that Tony Bloom has the benefit of these rights (in the same way as the ordinary shareholders) – this is necessary because Tony has agreed to forego voting rights and therefore could otherwise have his rights disapplied without his consent. 5. What are the Permitted Transfer provisions and why does Tony Bloom have the benefit of these? The New Articles contain a customary ‘Permitted Transfers’ provision which allows Tony Bloom to transfer his shares to a family member, family trust or corporate entity wholly owned by him and/or his family without having to first having to comply with certain other restrictions which would otherwise apply to him transferring his shares. This is a common provision which is included to ensure that, if an investor needs to rearrange his affairs for family estate planning or other reasons, they can do so without first having to navigate the restrictions which otherwise apply to shares transferred by the investor. 6. Why do all share transfers now have to comply with Football Regulations? The New Articles now recognise the fact that any transfer of the Club’s shares must be compliant with Football Regulations – meaning, primarily, the regulations of the Scottish FA, the SPFL, UEFA and FIFA. Previously, the Club’s shares were readily transferable under the Articles notwithstanding any provision to the contrary in the Football Regulations, but such transfers could have resulted in a breach of such regulations by the transferee and/or the Club. Accordingly, this change embeds that requirement in the New Articles. This is an important to protect the Club (and individual shareholders) from being sanctioned by a football regulatory body. 7. What are the anti-dilution rights and why have these been awarded to Tony Bloom? · As noted in the Club’s latest accounts and as discussed at the AGM, in 2024, the Club’s principal benefactor provided a long-term 10-year loan facility to the Club. That loan facility includes a mechanism whereby, instead of repaying the loan in cash, if both the Club and the benefactor agree, the loan can instead be repaid by converting the amount owed into non-voting shares in the Club – this a common mechanism used in lending arrangements of this nature. · If the Club and the benefactor agree to repay the loan in that way (note that this would only ever take place in 10 years’ time or more), Tony Bloom will be entitled to be issued with such number of additional Non-Voting Shares as is necessary in order to ensure that his 29% equity stake is not inadvertently diluted by the issue of shares to the benefactor. To be clear, the Anti-Dilution Rights only apply in respect of the benefactor loan facility and only entitle Tony Bloom to maintain a 29% non-voting stake as opposed to, for example, providing him with the right to increase his stake. · Note that the shares which could be issued to the benefactor and the shares which would in turn then be issued to Tony Bloom, would only ever be more of the same non-voting shares as are being issued now to Tony Bloom. This means that, in any event, the existing shareholders’ voting rights would remain unaffected and FOH’s controlling shareholding of 75.5% of the voting rights in the Club would not be impacted. Any such share issue would require the approval of FOH as the Club’s majority shareholder. · Given his deep football industry experience and expertise, the Club considers its to be important that Tony Bloom maintains a meaningful equity stake in the Club – it was therefore agreed that his stake shouldn’t be diluted by any arrangements relating to the long-term loan facility which existed prior to him investing in the Club. 8. What are all the other more minor changes in the New Articles? The Board is also taking the opportunity to make some additional minor or technical amendments. These changes generally reflect modern best practice and may assist in relieving certain administrative burdens on the Club. 9. Why do the general meeting resolutions refer to shares with a nominal value of £6,391,364.40 being issued? This refers to the nominal (or par) value of the shares of that Tony Bloom is subscribing for – this is essentially the face value of the shares. Each share in the Club has a nominal value of 10p and, in order for Tony Bloom to achieve a 29% stake he will receive 63,913,644 shares of 10p each (i.e. an aggregate nominal value of £6,391,364.40). That being said, in this case, Tony Bloom has agreed to pay a premium on the shares he is acquiring meaning that, instead of simply paying nominal value for the shares, he has agreed to pay £9.86m for those shares in full on completion of the investment.

Members Update - Vote Results

Dear Owner, I am very happy to let you know that Foundation members have voted to accept the proposed investment in the club by Tony Bloom. With a 70% turnout, a total of 6208 votes were cast in the consultation exercise, with 6112 voting in favour and 96 voting against. In percentage terms, this resulted in 98.5% voting in favour of the proposal. I would like to thank everyone who took part in the consultation process. Clearly it is a huge majority in favour and this demonstrates - once again - the passion the Foundation members have for the club and their determination to see it move forward and reap the benefits of the financial investment. We have a wonderful opportunity now, I believe, to begin to tackle the challenge of becoming a disruptor of the long-standing status quo in Scottish football. It will take time, and it will require the continued – and indeed increased – financial commitment of Foundation members, current and new, to achieve this goal, but we have never been better placed to reach that position. Tony Bloom’s decision to invest in Hearts was very much founded on the many benefits he saw at Tynecastle through the club being in fan ownership, not least its financial security through the level of our pledging. What a testament to you, the supporters, and what a moment to be able to build on this, increase our membership, and drive forward together. The consultation process was also a great demonstration of the power of fan ownership. Not for Hearts fans the scenario of waking up to find that a deal has been reached behind closed doors with some rich person to take over their club. Foundation members were able, as their right, to scrutinise the offering and make a decision, yes or no. That is the level of influence and power that we the fans now have here, thanks to you. Stepping up engagement The recent level of engagement with members has not been restricted to the videos and meetings regarding the potential investment. In recent weeks we have also seen the launch of our monthly Pub Nights at the fans’ bar when supporters, members or not, can drop by and chat with key figures in the Foundation. And thanks to the work of our board member Claire Hammond, we have held two successful ’90 Minutes With’ events, one with Graeme Jones and another with Andrew Webster. These events will continue throughout the year, and - through the hard work of board members and other volunteers - they will be supplemented by other initiatives as we step up our communications and engagement, as promised. Maroon Mile developments We also continue to be at the very heart of the Maroon Mile project, an initiative which was driven at the very outset by the Foundation. The latest development on this was the launch of a new Maroon Mile wall in the museum which includes three interactive touchscreens. These include a timeline of Hearts’ history, a Top Trumps game, and an oral history archive. The presentation is dynamic and fascinating, not only for Hearts fans but also for anyone associated with the Gorgie-Dalry community, and I hope as many of you as possible will be able to visit it soon. More Maroon Mile initiatives are in the pipeline as this imaginative project continues to unfold. Coaching changes Finally, on behalf of all Foundation members, I want to extend a very warm welcome to Derek McInnes, Paul Sheerin, and Alan Archibald as they take up their coaching positions here at Tynecastle. They join the club at a fascinating time and we wish them the very best. I want to pay tribute to our board member Gary Locke who played an important role in the selection process for these appointments, and I also want to pay tribute to Liam Fox who, I think we can all agree, did a wonderful job when called on. A true Hearts man who has done so much for the club, we wish him the very best in his career. With thanks again - and have a great summer. Kind regards Gerry Mallon Chair, Foundation of Hearts

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