boohoo group plc

("boohoo" or the "Company")

Grant of Options, Issue of Shares and Directors' Dealing

boohoo group plc (AIM: BOO), a leading online fashion group, announces that options over a total of 8,293,104 Ordinary Shares of 1 pence each ("Shares") were granted to Dan Finley, Group Chief Executive Officer, and Stephen Morana, Group Chief Financial Officer today, 3 February 2025.

In addition, the Company has issued 275,864 ordinary shares of 1 pence each ("New Ordinary Shares") to its Non‐Executive Directors as part of their compensation package.

Grant of Options (the "Awards")

Nil cost options over 1,000,000 Shares were granted to Dan Finley pursuant to the Company's Discretionary Share Award Plan, equating to 0.07% of the issued share capital. This award forms part of Dan's remuneration as Chief Executive of Debenhams prior to his appointment as Group CEO on 1 November 2024. The options vest in three tranches on 28 June 2025, 28 June 2026, and 28 June 2027. 

In addition, nil cost options over 3,793,104 Shares were granted today to Dan Finley and 3,500,000 to Stephen Morana, equating to 0.52 % of the issued share capital. These awards form part of the terms and conditions of Dan and Stephen's appointments as Group CEO and Group CFO. Dan's Award vests and becomes exercisable immediately. Stephen's Award, which was conditional upon continued employment 12 months after his appointment as Group CFO on 19 February 2024, vests and becomes exercisable on 19 February 2025.

The Awards will be satisfied by the Company's Employee Benefit Trust and there is no dilutive impact on shareholders.

Dan and Stephen are not participants in the Company's Growth Share Plan announced on 8 March 2023.

Following this grant, Dan and Stephen's interests in the Company's Shares are as follows:

Issue of Shares

A total of 275,864 New Ordinary Shares were issued at an effective price of 29.00 pence under the terms of the Non-Executive Directors' letter of appointment which requires compensation to be made partly in cash and partly in Ordinary Shares.

The New Ordinary Shares represent the share compensation due for the financial year ending 28 February 2025 and are subject to lock in provisions for as long as the recipient remains a director of boohoo.

The details of the issuance are set out below:

Trading in the New Ordinary Shares, which will rank pari passu in all respects with the existing Ordinary Shares, is expected to commence on or around 6 February 2025.

Total Voting Rights

Following admission of the New Ordinary Shares, the total number of ordinary shares and voting rights in the Company will be 1,397,216,579. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.

About boohoo group plc

 "Leading the fashion eCommerce market"

 Founded in Manchester in 2006, boohoo group is a fashion forward, inclusive and innovative business. The Group's brands are complementary, vibrant and scalable, delivering inspirational, on-trend fashion to our customers 24/7. The diversity of our brands, including the group's 5 core brands, boohoo, boohooMAN, PrettyLittleThing, Karen Millen and Debenhams, enable us to serve a broad customer base, globally, with a primary focus on the UK and US markets. Since its acquisition in 2021, Debenhams has been transformed from a retailer into a digital marketplace with a capital-light, low-risk operating model and a focus on fashion, beauty as well as home. Boohoo group is concentrated on driving sustainable, profitable growth with technology and automation increasing efficiency across the business.

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