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Investment Proposal Consultation

Following on from the club’s confirmation that Tony Bloom has submitted a proposal to invest £9.86m in Heart of Midlothian, we are delighted to share with you, our members, further details. Our aim is to provide you with as much information as we can before asking you to vote on whether or not to accept the proposal. Let us state at the outset: the Foundation of Hearts Board believe that this investment in the club presents an opportunity to realise the club’s full potential and take it into a new era. It is the recommendation of your Board that you vote in favour of accepting the proposal. We hope that, by the time you have read the following information, digested and considered it, you are in agreement. Further details can be found in the FAQs section. The Proposal Tony Bloom’s proposal is to invest capital of £9.86m into Hearts in exchange for a shareholding equating to 29% of the club’s issued shares. The shares allotted to him will be a new class of ‘non-voting’ shares in the club, meaning that these shares will have no voting rights attached to them. This means that the voting rights of the club’s existing shareholders, including FOH as the majority shareholder, will not be diluted as a result of the proposed investment. Nothing will change as regards shareholder voting rights in the club. Should the proposal be accepted, there will be no change to FOH’s current shareholder voting rights in the club which will remain at 75.1%. This proposal would see Tony Bloom personally investing in the club, as an individual. If the proposed investment goes ahead, Tony Bloom will be entitled to one seat on the club’s Board. Tony Bloom will not himself become a member of the club’s Board but will appoint someone on his behalf. The Consultation Period Although not a legal requirement, the FOH Board recognises the importance of members’ views and so is entering into a consultation period with its members in order to ascertain views and facilitate a vote through Election Runner. The consultation period begins today, May 6th and ends on May 26th. What you are reading is the first direct communication from FOH to its members, kicking off the consultation process. This information will be emailed to every FOH member. A video explainer with FOH Chairman Gerry Mallon is available to watch by clicking here, and our FAQs will hopefully provide you with a significant level of detail. Furthermore, we intend to hold an in-person event at Tynecastle Park for members to attend, hear from the FOH Board and put forward any questions they may have. Come voting time, a simple majority – more than 50% - of votes cast is required (as determined by the board of FOH) in order to confirm that the FOH votes in favour of the club proceeding with the investment. Again, we would reiterate that the FOH Board’s recommendation is to vote in favour of the proposal which presents an unprecedented opportunity for the club within Scottish football. The next steps will be determined by the outcome of the vote… In the meantime, the transaction remains subject to entry into legally binding documentation, SFA approval and other normal course regulatory requirements. FAQs Why does Tony Bloom want to invest in Hearts? This opportunity has not come around by accident. Tony Bloom has done his due diligence (as has the club) and he has recognised both the importance of Heart of Midlothian Football Club and its significant potential. His past and ongoing successes with Brighton & Hove Albion in England and Royale Union Saint-Gilloise in Belgium are there for all to see, and with Hearts, he sees the chance to play a part in another success story. He believes Hearts can disrupt Scottish football, and he wants to be a part of a new glorious chapter in Hearts’ history. What does Tony Bloom get for his investment? Tony Bloom will acquire 29% of the total issued share capital in the club. It is important to note that the shares he will acquire are non-voting shares. This means that nothing changes in terms of FOH’s voting rights in the club. FOH will retain its 75.1% of the voting rights in the club - so absolutely nothing will change in that regard. Tony will be entitled to appoint a representative to be a director on the club’s board but will not appoint himself as a director. As such, he will not be involved in the day-to-day running of the club. It goes without saying, however, that having the benefit of Tony’s experience, and the football and business world related experience of those around him, available to the club will be invaluable. What is the difference between the shares FOH holds and the shares Tony Bloom will hold? FOH and the other existing shareholders in the club hold ordinary shares which have voting rights attached to them. Alongside these voting ordinary shares, the club will create a new class of ordinary shares which have no voting rights attaching to them. These non-voting ordinary shares will be issued to Tony Bloom in exchange for his capital investment in the club. Both classes of shares – ordinary voting and ordinary non-voting - will each be worth the same in monetary terms. The only difference between the two is that one carries voting rights while the other does not. Will Hearts become part of a ‘multi-club system’? No. This proposed investment is being made by Tony Bloom on a personal basis as an individual. Although Tony Bloom does have ownership interests in three other football clubs he has never sought to tie those clubs together in a “multi-club system”. The transaction has also been structured carefully to ensure that it remains compliant with football regulations relating to multi-club ownership. Will Hearts become a feeder club to either Brighton & Hove Albion or Royale Union Saint-Gilloise? No. This is a personal investment by Tony Bloom. Tony Bloom invested in Royale Union Saint-Gilloise in 2018 and Royale Union Saint-Gilloise has not become a feeder club for Brighton & Hove Albion. Hearts will remain a proudly independent club and neither Brighton & Hove Albion nor Royale Union Saint-Gilloise will become a “parent club” to Hearts. What will the investment be spent on? Put simply, to take the club forward into a new era. On the pitch, there will be investment in the first-team playing squad through the assistance provided by the Jamestown Analytics model. Off the pitch, the investment will help to futureproof a sustainable business model, one which reduces the reliance on external benefactors and maximises our earning potential. What happens after the consultation process? The club has been working diligently in the background to reach all required milestones. Following completion of this consultation on May 26th, should a majority acceptance be reached, then the relevant paperwork will be finalised and the club will hold an Extraordinary General Meeting to officially approve the investment. Will there be any changes in the dynamics between the club and FOH? FOH and the club will undertake a review of the Working Together Agreement to ensure it is fit for purpose for the next phase of our development. Why should FOH members vote in favour of the proposal? You made the club survive, now you have the opportunity to help it thrive.

Investment Proposal FAQs

FAQs regarding the proposed investment from Tony Bloom Why does Tony Bloom want to invest in Hearts? This opportunity has not come around by accident. Tony Bloom has done his due diligence (as has the club) and he has recognised both the importance of Heart of Midlothian Football Club and its significant potential. His past and ongoing successes with Brighton & Hove Albion in England and Royale Union Saint-Gilloise in Belgium are there for all to see, and with Hearts, he sees the chance to play a part in another success story. He believes Hearts can disrupt Scottish football, and he wants to be a part of a new glorious chapter in Hearts’ history. What does Tony Bloom get for his investment? Tony Bloom will acquire 29% of the total issued share capital in the club. It is important to note that the shares he will acquire are non-voting shares. This means that nothing changes in terms of FOH’s voting rights in the club. FOH will retain its 75.5% of the voting rights in the club - so absolutely nothing will change in that regard. Tony will be entitled to appoint a representative to be a director on the club’s board but will not appoint himself as a director. As such, he will not be involved in the day-to-day running of the club. It goes without saying, however, that having the benefit of Tony’s experience, and the football and business world related experience of those around him, available to the club will be invaluable. What is the difference between the shares FOH holds and the shares Tony Bloom will hold? FOH and the other existing shareholders in the club hold ordinary shares which have voting rights attached to them. Alongside these voting ordinary shares, the club will create a new class of ordinary shares which have no voting rights attaching to them. These non-voting ordinary shares will be issued to Tony Bloom in exchange for his capital investment in the club. Both classes of shares – ordinary voting and ordinary non-voting - will each be worth the same in monetary terms. The only difference between the two is that one carries voting rights while the other does not. Will Hearts become part of a ‘multi-club system’? No. This proposed investment is being made by Tony Bloom on a personal basis as an individual. Although Tony Bloom does have ownership interests in three other football clubs he has never sought to tie those clubs together in a “multi-club system”. The transaction has also been structured carefully to ensure that it remains compliant with football regulations relating to multi-club ownership. Will Hearts become a feeder club to either Brighton & Hove Albion or Royale Union Saint-Gilloise? No. This is a personal investment by Tony Bloom. Tony Bloom invested in Royale Union Saint-Gilloise in 2018 and Royale Union Saint-Gilloise has not become a feeder club for Brighton & Hove Albion. Hearts will remain a proudly independent club and neither Brighton & Hove Albion nor Royale Union Saint-Gilloise will become a “parent club” to Hearts. What will the investment be spent on? Put simply, to take the club forward into a new era. On the pitch, there will be investment in the first-team playing squad through the assistance provided by the Jamestown Analytics model. Off the pitch, the investment will help to futureproof a sustainable business model, one which reduces the reliance on external benefactors and maximises our earning potential. What happens after the consultation process? The club has been working diligently in the background to reach all required milestones. Following completion of this consultation on May 26th, should a majority acceptance be reached, then the relevant paperwork will be finalised and the club will hold an Extraordinary General Meeting to officially approve the investment. Will there be any changes in the dynamics between the club and FOH? FOH and the club will undertake a review of the Working Together Agreement to ensure it is fit for purpose for the next phase of our development. Who currently owns the issued non-voting share capital in the club? There are no existing non-voting shares in the capital of the club – the only shares which currently exist are ordinary shares which all carry voting rights. A new class of non-voting ordinary shares will be created and will be issued to Tony Bloom in exchange for his investment. There was no impediment to Tony Bloom receiving ordinary shares with full voting shares, the same type of shares that FOH and other exiting shareholders currently hold. Tony Bloom recognised the sensitivity relating to the voting control at the club and understood and accepted that by opting to receive non-voting shares he would leave voting power at the club firmly in the hands of FOH and its members. What changes for these non-voting share owners if the proposal goes ahead? There are no existing holders of non-voting ordinary shares – this is a new class of share which will be created to allow the club to issue these to Tony Bloom in return for his investment. Will the Tony Bloom appointed director seat on the board be a new position created in addition to the existing board structure or will it be an existing “seat” with someone leaving the board to make way the new position? The existing directors on the club board will remain the same and Tony Bloom will nominate his representative to be a director on the club board in addition to those existing directors. How many shares exist currently in each category of shares? i.e. Ordinary non-voting shares and ordinary voting shares? There are currently 156,478,232 ordinary voting shares issued in the capital of the club of which FOH holds 75.5% of the issued ordinary voting shares in the capital of the club (118,207,017 ordinary shares). The remaining shares are held by BidCo 1874 (Limited) (17.4%) and approximately 8,000 fan shareholders (7.1%). Note that FOH’s exact percentage has previously been incorrectly reported as being 75.1%. The non-voting ordinary shares do not yet exist – this is a new class of share which will be created as part of the transaction in order for the required number of non-voting ordinary shares to be issued to Tony Bloom in exchange for his investment, such that he will hold 29% of the entire issued share capital in the club (i.e. the entire issued share capital includes ordinary and non-voting shares). Accordingly, FOH’s controlling voting rights of 75.5% ordinary voting shares will not be diluted in any way. Current Position: Shareholder Percentage holding of Ordinary Shares and voting rights Foundation of Hearts Limited 75.5% BidCo (1874) Limited 17.4% Fan Shareholders 7.1% Post Transaction: Shareholder Percentage holding of voting rights (unchanged) Percentage of economic interest in the Company Foundation of Hearts Limited 75.5% 53.6% BidCo (1874) Limited 17.4% 12.4% Fan Shareholders 7.1% 5.0% The Investor (Tony Bloom) 0.0% 29.0% Currently the Foundation's shareholding sits at 75.5%. If the investment proceeds, what will be the percentage of shares that the Foundation will subsequently hold? FOH will continue to hold 75.5% of the ordinary voting shares in the club – given that Tony Bloom is not being awarded any voting rights, there will be no change to the level of FOH’s voting control in the club. FOH’s economic shareholding in the club post transaction will be 53.6%. Tony Bloom will hold a 29% economic shareholding but will hold 0% of the voting rights. If this is below 51%, will the fact that the Foundation retains 75.5% of voting shares mean that they will be able to defeat any proposal that the shares it doesn't own be sold? Tony Bloom will be restricted from selling his shares for a period of two years from the date of his investment – during that two year period, a majority of the existing shareholders in the club would need to approve any proposal for Tony Bloom to sell his shares. After that two-year period, if Tony Bloom wishes to sell his shares, he must first offer those shares to any other existing shareholder who holds more than 10% of the shares in the club. Is it possible to see the detailed proposal from Tony Bloom? For reasons of commercial confidentiality it is not possible to share the detailed proposal. However, the main terms of the deal have been shared with FOH members and your Board has been transparent as to any potential impacts on FOH’s voting control of the club – there are none – FOH will remain the 75.5% controlling shareholder in the club. If Tony Bloom decides to sell the shares will this include a seat on the board? Provided he holds 10% or more of the issued share capital of the company, Tony Bloom’s shareholding carries the right for him to have a nominated representative on the board of the club. If Tony Bloom transfers his shares to permitted persons such as a family member, a family trust or a company which is under his or his family’s ownership and control, then the transferee will have a right to appoint a representative director provided they hold 10% or more of the issued shares in the club. If Tony Bloom’s shares are transferred to any other third party (not a permitted person) then there is no right to appoint a representative director whether or not the 10% threshold is met. Will Tony Bloom receive any money from player trading generated by JTA? No. All revenue from player trading will be retained by the club. To be clear, JTA’s role is to advise the club on player recruitment and trading but the ultimate decision and all economic benefits related to that are retained by the club. Will Tony Bloom’s person on the board have a vote in the boardroom? Yes – the individual nominated by Tony Bloom to sit on the club’s board will have a vote the same as each of the club’s existing directors. The appointed director will have no special power on the board. Who will be Tony Bloom’s person on the board? This will be up to Tony Bloom to nominate a person he thinks is best placed to sit on the club’s board. When the investment has been completed and Tony has nominated his representative director, FOH members will be made aware. Any board member appointed by Tony Bloom must comply with the requirements of the SFA rules. NOTE: The terms of the investment remain subject to entry by the club into legally binding documentation and SFA approval, together with other normal course regulatory requirements. The answers set out above have been prepared according to the latest terms negotiated with Tony Bloom. Why should FOH members vote in favour of the proposal? You made the club survive, now you have the opportunity to help it thrive.

90 Minutes with: Andrew Webster

The Foundation of Hearts Presents 90 Minutes with: Andrew Webster Our second '90 Minutes with' event of 2025 will focus on the Heart of Midlothian Academy. Andrew Webster, Academy Director and Scottish Cup winning legend will discuss his role and give a presentation on the Academy. There will be an opportunity for a Q&A with the audience at the end. Foundation of Hearts stalwart, Garry Halliday, will host the evening. Please note this event is for current Foundation of Hearts pledgers only, tickets and names will be checked on arrival. Doors to the Gorgie Suite will open at 6:30pm for a 7:00pm start. Book your tickets here! Event Timings 6:30pm: Doors to the Gorgie Suite open 7:00pm: Event begins, presentation and interview on stage 8:00pm: Q&A session

FAQs

FAQ’s: March 2025 What is the Foundation of Hearts and why should I join? The Foundation of Hearts (FoH) is the most successful supporters’ movement in Scottish footballing history. We became the majority shareholders of Heart of Midlothian FC in 2021, making Hearts the largest fan-owned club in the UK. Your contributions are used to provide working capital for the club we support and love. How do I become a Foundation of Hearts member and club owner? You can sign up now by clicking here https://www.foundationofhearts.org. Please click ‘Pledge now’ to become an owner. How much is membership? You can join the Foundation of Hearts and become a club owner from as little as £10 per month. Can children become Foundation of Hearts members and club owners? Soon! We are currently working on a children’s membership. Do I get any rewards through my membership? Yes, you receive 1.5 maroon points for every £1 that you pledge to the Foundation of Hearts. As you accumulate points, you gain rewards, including a virtual plot of the pitch at Tynecastle. There’s more about the rewards here. Can I change my membership or contact details? Yes, you can do this by logging into your members account here https://www.foundationofhearts.org Why am I not receiving emails? If you are not receiving emails, please get in touch here https://www.foundationofhearts.org/pages/contact

90 Minutes with: Graeme Jones

The Foundation of Hearts Presents 90 Minutes with: Graeme Jones In the return of our popular '90 Minutes' series, held in the Gorgie Suite on Thursday 17th April, we will focus on the Heart of Midlothian Sporting Director, Graeme Jones, conducting his first interview with fans in attendance on stage at Tynecaste Park. HeartsTV broadcast host and commentator, Robert Borthwick, will host the evening. Graeme will go through his career to date, his new role at the club and give an inside look to how Jamestown Analytics works, bringing pledgers fully up to speed with Hearts' gamechanging new recruitment process. Tickets will be available free of charge this Monday at 10am, and they're sure to go quickly so don't miss out! Please note this event will be for current Foundation of Hearts pledgers only, tickets and names will be checked on arrival. Event Timings 6:30pm: Doors to the Gorgie Suite open 7:00pm: Event begins, interview on stage 8:00pm: Q&A session

Pub Night at the 1874

Where: 1874 Fans Bar, Tynecastle Park When: The last Friday of every month The Foundation of Hearts Pub Night is an informal get-together, and we're encouraging all Hearts fans to drop in for a chat and a catch-up. As well as Foundation of Hearts board members and volunteers, former heroes who graced Tynecastle Park in their playing days will be attending every single month. It's a night open to every Hearts fan, offering an opportunity for pledgers to keep up-to-date with what's going on, as well as non-pledgers to come have a beer and share some thoughts with the owners of Heart of Midlothian. The night kicks off from 6:30pm onwards in the 1874 Bar, and we hope to see you all there!

Members Update from Gerry Mallon

We are always grateful to members for feedback we get from them, and some of the most frequent are on the subjects of communication and engagement. These are issues which are challenges for any organisation and ones which we have been focusing on both at board level and among the volunteers who do such great work under the banner of what is now called our operations group. Recently our two new board members, Claire Hammond and Gary Locke, were interviewed on the Scarves Around the Funnel podcast, and these and a whole range of other topics were discussed. If you haven’t heard the interview, I’d really recommend it to you. You can find it at this link. We’ll be stepping up this kind of engagement - producing videos and getting more involved with podcasters and broadcasters - so that you and fellow members are kept informed about our strategies and activities through this medium. And we’re putting other developments in place which we believe will also help on this important front. As a further platform, we’ve been reviewing how people get in touch with the Foundation, what the key areas of concern may be, and how we deal with the queries. We’ll do this analysis on a regular basis, and to make the whole process more straightforward for everyone, we’ll be reducing the number of our email addresses so that there’s no confusion about which one to use. Leading on this will be the info@foundationofhearts.org address. Backing this up, we’ll also be putting a list of frequently asked questions - and the answers - on the website. We’ll add to these regularly on the back of the queries that come in. We’ll also be hosting regular Pub Nights at the 1874 Bar at Tynecastle. Representatives of the Foundation will be there, and we hope that members and non-members will come along to meet them, chat, and ask questions. These are free, informal sessions and no sign-up is required. The first Pub Night will be on Friday 28 February from 6.30pm. Hopefully see you there. This year will see many more events run by the Foundation, all with the aim of engaging with members and keeping channels of communication open. We’ll keep you up to date with more details of these, but for the moment, I’d mention a few of them. First, the ‘Boys in Maroon’ event on Sunday 16 March, with some special guests to explore the Hearts story through match shirts. Exclusively for members, this sold out very quickly, and the idea of having events open only to members - as a reward for everyone’s commitment to FoH - is one which we are building into our planning. In that vein, we’ll be hosting more ‘90 Minutes With…’ evenings, featuring individuals whose expertise and experience is directly related to the club and its progress. These will be fascinating events, exclusively for Foundation members, as will events around the Trusted Voices programme which we are well down the road of creating. This programme centres on legends of the Hearts community - players and others - and again we believe that this will make for great experiences for Foundation members. More on this to come. Finally, our famous plot ceremonies return in March, with an event on Sunday 23 March. We’ll be sending out invitations for this very soon and look forward to welcoming more legends in the stands to take possession of their plots. This is a flavour of what will be a busy year for the Foundation. It’s also indicative of our commitment to improve our communications and engagement with you and all members. We’ve been listening and we’re acting!

An Update from Gerry Mallon

First of all, as we look ahead in this new year, I would like to wish you a very happy and successful 2025. As you will be aware, the recent elections saw the appointment of Claire Hammond and Gary Locke as new directors of the Foundation. I am very happy indeed to welcome them officially to the board. I know that they will both bring a new energy and, with their range of expertise, they will contribute very significantly as we enter a new phase in the Foundation’s story. With Andrew Brown’s term of office on the Foundation board coming to an end last month, our second place on the club board became vacant and I am delighted to let you know that the board elected Claire Hammond to that position. Claire brings many qualities to the board, particularly strategic, communications, and people skills, and has demonstrated her long-standing commitment to the Foundation and the club through her fine work as a member of our marketing group. I am very pleased to have her join me to represent FoH on the club board. With kind regards Gerry MallonChair, Foundation of Hearts

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