Letter to Soho House & Co Inc. Shareholders from Executive Chairman of the Board

Soho House & Co Inc.:

Dear Shareholders

This is my first note to shareholders since we bought control of the company over a decade ago.

With all that’s gone on recently and my understanding that there has been leaked confidential information from the special committee process, I thought I’d proactively share my thoughts with you directly in the event confidential information is indeed leaked.

I’ve made hundreds of investments in my life, but none with a business model I like better than Soho House.

It’s hard to read that we aren’t profitable when our Houses are very profitable and create tremendous long-term value as an in-place network.

I feel the real focus should be on mature Houses that are in their second 5-year period of their growth curve, when the profitability and durability of the units really kicks into gear.

With approximately half our Houses still less than five years old, we have substantial embedded value that will grow as those Houses mature, even before adding a single new House.

Our post five-year Houses contribute on average 35% plus House-Level margin, with some of our oldest Houses well above that, making the network more valuable with time. This a unique and really compelling feature of the business model.

Public companies always have a tug of war over short term vs. long term profits. I’d again emphasize that this (to me) should be about value creation more than anything.

Today Soho House is a public company. The Board and its affiliates alone controls approximately 75% of the stock, there aren’t many shares in the public’s hands.

We have bought back so much of the small float that at today’s stock price the company can almost go private without any of us writing a check.

When we went public I believed the market would reward growth, but it seemed to quickly switch to rewarding free cash flow and profit over our top-line growth.

So at this point in time we have all the costs of being a public company with few benefits.

The recent negative write up caused the company to have an outside audit firm be hired by an independent law firm.

It’s expensive to be a public company, this year it will be even more for a forensic audit that confirmed there are absolutely no issues and took critical management time away from the business.

It’s important to note that this wasn’t anyone with knowledge of some non-public fact.

On top of all this, management already spends a huge amount of time on public company issues that could be better spent growing and managing the business.