boohoo group plc

("boohoo" or the "Company")

Posting of the Annual Report and Accounts, AGM Notice and Related Party Transactions

boohoo group plc (AIM: BOO) is pleased to confirm that its Annual Report and Accounts for the year ended 29 February 2024 ("Annual Report") and its Notice of Annual General Meeting ("AGM Notice") are now available to view on the Company's website (www.boohooplc.com). Additionally, the AGM Notice, and (for those shareholders who requested they continue to receive a paper copy) the Annual Report, have been posted to shareholders.

Paper copies of the Form of Proxy are available from Computershare Investor Services (Jersey) Limited on request.

The Company's Annual General Meeting for the year ended 29 February 2024 will be held at 10:00 on Thursday 20 June 2024, at 49-51 Dale Street, Manchester, M1 2HF.

Related party transactions in connection the adoption of the boohoo Incentive Plan 2024 (the "Incentive Plan")

Resolution 3 in the AGM Notice relates to the adoption of the Incentive Plan, which will combine the existing annual bonus and 2022 LTIP into one single incentive plan, with a blend of time and performance based awards which provide clearer line of sight for participants and a more effective retention tool, while maintaining a strong link to shareholder value creation through share deferral.  Further details of the Incentive Plan are contained in the AGM Notice.

Subject to shareholder approval at the AGM, awards under the Incentive Plan, as detailed in the AGM Notice, will be made to John Lyttle, Mahmud Kamani, Carol Kane and Stephen Morana, each of whom, as Directors of boohoo, is considered a related party within the meaning of the AIM Rules for Companies. These awards (the "Related Party Awards") each constitute a related party transaction.

The Directors (excluding John Lyttle, Mahmud Kamani, Carol Kane and Stephen Morana) (the "Independent Directors") consider, having consulted with the Company's Nominated Adviser, Zeus Capital Limited ("Zeus"), that the terms of the Related Party Awards are fair and reasonable insofar as Shareholders are concerned.

In providing advice to the Independent Directors, Zeus has taken into account the following:

·     the historic bonus and LTIP opportunities have been combined and restructured but the total quantum of the awards is unchanged from what was permitted under the previous Directors' Remuneration Policy;

·    the majority (60%) of awards will be settled in shares which vest in tranches over a three-year period, ensuring long term alignment of executives with the interests of shareholders;

·     awards will be granted within the 10% in ten-year dilution limit operated by the Company across all share schemes with a reasonable amount of headroom remaining;

·   the adoption of the Incentive Plan and the grant of awards under it are conditional on Shareholder approval; and

·     the commercial assessments of the Independent Directors.