QVC - Election Form

To:    Beneficial Holders of Allowed RCF Claims against the QVC Debtors (Class B3 Claims) and Allowed QVC Notes Claims against the QVC Debtors (Class B4 Claims) (collectively, the “Applicable Claims”)

You are receiving this Takeback Debt Certification and Election Form as a Holder of the Applicable Claims.

Except to the extent that a Holder of an Applicable Claim agrees to less favorable treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange for each allowed Applicable Claim, on the Effective Date, each Holder shall directly receive its pro rata share of: (i) the Takeback Debt, in accordance with such Holder’s certification and, if applicable, election and (ii) the New Equity Interests, subject to dilution by the MIP.

Allowed RCF Claims Certification and Election Record Date[2]: July 7, 2026

Initial Takeback Debt Certification and Election Deadline (“Initial Certification Form Deadline”): July 7, 2026 at 4:00 p.m. (prevailing Central Time)

Subsequent Takeback Debt Certification Deadline (“Subsequent Certification Form Deadline”): No later than 4:00 p.m. (prevailing Central Time) on the date that is 60 calendar days after the Effective Date

Takeback Debt Certification and Election Procedures

In order to receive a distribution of Takeback Debt on account of any Applicable Claim on the Effective Date (or as soon as reasonably practicable thereafter), each applicable Holder shall be required to, no later than the Initial Certification Form Deadline, (i) except in the case of Holders of Allowed QVC Notes Claims validly electing to receive Takeback Notes (as described herein), deliver to the Disbursing Agent  a properly completed and duly executed certification in the form attached hereto as Exhibit A (the “Takeback Debt Certification and Election Form”) and (ii) except in the case of Holders of Allowed RCF Claims, properly tender such Holder’s QVC Notes into the appropriate envelope on DTC’s Automated Tender Offer Program (“ATOP”), pursuant to the applicable procedures of DTC.

Holders of Applicable Claims that do not provide the Takeback Debt Certification and Election Form and/or do not tender through DTC’s ATOP system, in each case to the extent applicable, by the Initial Certification Form Deadline, shall have an additional opportunity to provide a Takeback Debt Certification and Election Form (as may be amended by the Reorganized Debtors from time to time) and/or tender through ATOP, in each case to the extent applicable, no later than 11:59 p.m. (prevailing Central Time) on the Subsequent Certification Form Deadline in accordance with the instructions set forth therein; provided that any Holder whose election is deemed deferred to the Post-Effective ATOP Window shall receive Takeback Term Loans only and shall not be entitled to elect to receive Takeback Notes, unless, solely with the consent of the Required Consenting QVC Noteholders and Required Consenting RCF Lenders, the Reorganized Debtors elect to distribute cash in lieu of Takeback Term Loans to such Holders as described below.

Each Holder of Applicable Claims, other than Holders of Allowed QVC Notes Claims validly electing to receive Takeback Notes, must provide a Takeback Debt Certification and Election Form in order to receive Takeback Debt in accordance with the Plan.

As described below, distributions of Takeback Notes will be made only to Holders of Applicable Claims who certify, to the reasonable satisfaction of the Debtors or the Reorganized Debtors, as applicable, that such Holder is (i) a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”), (ii) an accredited investor as defined in Rule 501 under Regulation D under the Securities Act (an “Accredited Investor”) or (iii) a non U.S. Person as defined under Regulation S under the Securities Act (a “Non-U.S. Person”) (each Holder in clauses (i) – (iii), a “Qualified Holder”).

Any Holder of an Applicable Claim that is not a Qualified Holder and does not make the required certifications will not be entitled to receive Takeback Debt as Takeback Notes and will receive Takeback Debt in the form of Takeback Term Loans, subject to completion of the required procedures to receive such Takeback Term Loans.

Please refer to the Plan and Disclosure Statement for additional information on restrictions related to the resale of any securities issued or distributed pursuant to the Plan.

The Debtors, the Disbursing Agent and the Administrative Agent reserve the right to request additional information in order to correctly distribute any Takeback Term Loans, Takeback Notes or New Equity Interests to Holders of the Applicable Claims.

Additional Procedures for Holders of Allowed RCF Claims:

In order to receive a distribution of Takeback Debt on account of any Applicable Claim, a Holder of Allowed RCF Claims must, by the applicable deadline described above, submit this properly completed and duly executed Takeback Debt Certification and Election Form through the Disbursing Agent’s electronic submission portal.

In addition, such Holder will also receive DTC-eligible New Equity Interests through DTC in respect of their pro rata holding of the Allowed RCF Claims.

The Takeback Debt Certification and Election Form will require the Holder of Allowed RCF Claims to provide the Takeback Debt Certification as well as information to enable the Takeback Notes or Takeback Term Loans and New Equity Interests to be issued to such Holder on the Effective Date.

Additional Procedures for Holders of Allowed QVC Notes Claims:

In order to receive a distribution of Takeback Debt on account of any Applicable Claim, a Holder of QVC Notes Claims must (i) tender their QVC Notes into the appropriate envelope on ATOP, by causing such Holder’s DTC nominee to transfer such Holder’s QVC Notes to the Disbursing Agent pursuant to the applicable procedures of DTC through which such Holder will certify as to such Holder’s status as a Qualified Holder and, if applicable, elect to receive the Takeback Debt as Takeback Notes or as Takeback Term Loans, and (ii) if electing Takeback Term Loans, submit the Takeback Debt Certification and Election Form, which shall include such Holder’s applicable Voluntary Offering Instruction (“VOI”) number(s) as well as information required to enable the Takeback Term Loans to be properly delivered to such Holder, to the Disbursing Agent through an online portal. For the avoidance of doubt, the Holder will be required to certify as to such Holder’s status as a Qualified Holder when electronically transmitting such Holder’s QVC Notes.

Each Holder of Allowed QVC Notes Claims must tender all QVC Notes it owns; partial tenders will not be permitted. Positions will be frozen upon tender and may not be withdrawn other than for input errors with approval by the Disbursing Agent. The ATOP envelope structure shall include designated Contra CUSIPs for each Qualified Holder category and for Non-Qualified Holders.  (Following transfer of a Holder’s QVC Notes to the Disbursing Agent, DTC will then send an Agent’s Message to the Disbursing Agent. An Agent’s Message transmitted through DTC must be received by the Disbursing Agent at or prior to the Initial Certification Form Deadline or the Subsequent Certification Form Deadline, as applicable.

Please note: Partial tenders are not permitted. Holders must tender their entire position in full. For the avoidance of doubt, a Holder of Allowed QVC Notes Claims that validly elects to receive Takeback Notes is not required to submit a Takeback Debt Certification and Election Form to the Disbursing Agent through an online portal and is not required to complete Items 1 through 8 hereof.

In addition, such Holder of Allowed QVC Notes Claims will also receive DTC-eligible New Equity Interests through DTC in respect of their pro rata holding of the Allowed QVC Notes Claims.

Please note that upon delivery of your QVC Notes into the Contra CUSIP envelopes on ATOP, such QVC Notes will be frozen and non-transferable. Please further note that you must cause your QVC Notes to be tendered into ATOP with sufficient time for your Nominee to provide you with your VOI number for inclusion on this Takeback Debt Certification and Election Form so that you may submit your form by the Initial Certification Form Deadline or the Subsequent Certification Form Deadline, as applicable. Bulk elections through ATOP are not permitted. You may tender your QVC Notes in the minimum amount of $1.00 and in increments of $1.00 thereafter. Additionally, withdrawals through ATOP are not permitted and elections are irrevocable.

Holders of Allowed QVC Notes Claims whose QVC Notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee or custodian, must contact the custodial entity that is the Holder of such QVC Notes and instruct such custodial entity to promptly transmit the QVC Notes through ATOP on such Holder’s behalf pursuant to the procedures of the custodial entity and, where applicable, complete the Takeback Debt Certification and Election Form. Such beneficial owners should keep in mind that custodial entities may require such beneficial owner to take action a number of days before the Initial Certification Form Deadline in order for such entity to validly complete the applicable procedures on such Holder’s behalf at or prior to the Initial Certification Form Deadline in accordance with the applicable procedures.

Be advised, Bulk elections through ATOP are not permitted. You may tender your QVC Notes in the minimum amount of $1.00 and in increments of $1.00 thereafter.

All QVC Notes shall be cancelled as of the Effective Date. Holders of Allowed QVC Notes Claims that have not tendered into ATOP or have not submitted the necessary documentation to the Disbursing Agent, if applicable, prior to the Initial Certification Form Deadline will receive escrow CUSIPs (the “Escrow CUSIPs”) for purposes of providing the Takeback Debt Certification and Election Form during the Post-Effective ATOP Window (as defined below).

The certification and election process will occur in two stages:

1. Pre-Effective ATOP Window: The period from the launch of the ATOP event through the Initial Certification Form Deadline, during which Holders of Allowed QVC Notes Claims shall tender their positions and all Holders of Applicable Claims shall be required to submit the Takeback Debt Certification and Election Form in the first instance.

2. Post-Effective ATOP Window: The period from the Effective Date through the Subsequent Certification Form Deadline (the “Post-Effective ATOP Window”), during which non-responsive Holders may tender using the Escrow CUSIPs (in the case of Holders of Allowed QVC Notes Claims) and submit the Takeback Debt Certification and Election Form, if applicable. Holders that submit during the Post-Effective ATOP Window will receive distributions on a delayed basis.

Deemed Election / Default for Non-Responsive Holders: If a Holder does not timely tender and/or submit a properly completed and duly executed Takeback Debt Certification and Election Form and/or tender its QVC Notes into the appropriate envelope on ATOP, in each case to the extent applicable, by the Initial Certification Form Deadline, such Holder’s election shall be deemed deferred to the Post-Effective ATOP Window; provided that any Holder whose election is deemed deferred to the Post-Effective ATOP Window shall be entitled to receive Takeback Term Loans only (and shall not be entitled to elect to receive Takeback Notes), subject to the Reorganized Debtors’ right, with the consent of the Required Consenting QVC Noteholders and Required Consenting RCF Lenders, to distribute cash in lieu of Takeback Term Loans if the aggregate principal amount allocated to such deferred Holders is de minimis. Holders of Allowed RCF Claims that have not submitted a Takeback Debt Certification and Election Form by the Initial Certification Form Deadline shall be entitled to solely receive Takeback Term Loans, subject to submission of a Takeback Debt Certification and Election Form prior to the Subsequent Certification Form Deadline. All Holders of Allowed RCF Claims must submit a Takeback Debt Certification and Election Form by the Initial Certification Form Deadline to receive New Equity Interests. All Holders of Allowed QVC Notes Claims will receive New Equity Interests through DTC on the Effective Date.

ONCE THE TAKEBACK DEBT CERTIFICATION AND/OR TAKEBACK DEBT ELECTION HAS BEEN MADE BY A HOLDER OF AN APPLICABLE CLAIM, IT MAY NOT BE REVOKED OR WITHDRAWN WITH RESPECT TO SUCH ALLOWED QVC NOTES CLAIM OR ALLOWED RCF CLAIM. For the avoidance of doubt, withdrawals through DTC are permitted in the case of input error. Withdrawals submitted through DTC must be reviewed and approved by the Company and the Disbursing Agent. Withdrawals submitted through DTC that are not due to input error will not be approved. If a withdrawal request is submitted through DTC, the Nominee must provide additional details via email to the Disbursing Agent. Details that must be provided to the Disbursing Agent include VOI number, Principal Amount Tendered in Error and the reason for the withdrawal.

Holders that hold both Allowed RCF Claims and Allowed QVC Notes Claims are required to separately complete the procedures for all such Allowed Claims held, as applicable to each of the Allowed RCF Claims and the Allowed QVC Notes Claims.

Distributions of Takeback Notes shall be made through DTC at the beneficial owner level. Elections made within DTC shall be honored at the beneficial owner level. No fractional Takeback Notes shall be issued; any fractional amounts shall be rounded to minimum denominations as set forth in the applicable indenture.

Any Holder that receives Takeback Debt in the form of Takeback Term Loans shall be deemed a “Lender” for purposes of the Takeback Credit Agreement.

If you have any questions regarding this Takeback Debt Certification and Election Form or the instructions for making the election via DTC’s ATOP, please contact the Debtors’ notice and Disbursing Agent, Kroll Restructuring Administration LLC (“Kroll” or the “Disbursing Agent”) by sending an electronic mail message to qvcissuerservices@is.kroll.com or visiting the Debtors’ solicitation website at https://restructuring.ra.kroll.com/QVC.

You should read the Plan (including all plan supplements) and the Disclosure Statement (including the risk factors described therein) in full for additional information with respect to this Takeback Debt Certification and Election Form.

[1] A complete list of each of the Debtors in these chapter 11 cases may be obtained on the website of the Debtors’ Disbursing Agent at https://restructuring.ra.kroll.com/QVC. The location of Debtor QVC Group, Inc.’s corporate headquarters and the Debtors in these chapter 11 cases is 1200 Wilson Drive, West Chester, Pennsylvania 19380.

[2] The record date does not apply for the QVC Notes; QVC Notes holders must tender through ATOP.