2 April 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FRASERS GROUP PLC ("Frasers Group" or the "Company")

FURTHER STRATEGIC INVESTMENT IN HUGO BOSS AG ("Hugo Boss")

Frasers Group is pleased to announce that it has increased its investment in Hugo Boss (the "HB Strategic Investment") through the further sale of put options over Hugo Boss' shares (the "HB Trades").  Accordingly, Frasers Group holds the following interests in the common stock of Hugo Boss ("Common Stock"):

·    13,548,661 shares of Common Stock, representing 19.2% of Hugo Boss' total share capital; and

·    up to 16,700,000 shares of Common Stock through the sale of put options, representing up to 23.7% of Hugo Boss' total share capital.

After taking into account the premium received and strike prices under the put options, Frasers Group's maximum aggregate exposure in connection with its net acquired interests in Hugo Boss, at the closing share price on the date of this announcement, is approximately €1,020 million (approx. £850 million) for the interest in 30,248,661 shares in Hugo Boss that would result if the put options were exercised in full.

Details of the HB Strategic Investment

Frasers Group makes strategic investments in the ordinary course of its business to develop relationships and partnerships with other retailers and to build relationships with key suppliers and brands.  The Company remains a long-term investor in Hugo Boss and the board of directors of Frasers Group (the "Board") believes that the HB Strategic Investment will create value for the Company's shareholders, as its strategic investments in Hugo Boss have done in the past.  Michael Murray, the Chief Executive of Frasers Group, has been nominated for election to the Supervisory Board of Hugo Boss in May 2025.

Through the HB Trades, the Company has acquired additional interests in Hugo Boss through the sale of put options which give the counterparty the right (but not the obligation) to sell Common Stock to the Company at an agreed price per share.  The Company has received a premium in respect of any such put options sold.  The put options are sold on an exchange and the Company does not know the identity of the counterparty to the put options.

The Company has sold these put options to one or more counterparties, with expiry dates in June 2027, such that, after taking into account any premium received by the Company, the net amount of consideration payable by the Company if all these put options were exercised would be up to approximately €65 million (approx. £55 million) for the interest in 2,200,000 shares in Hugo Boss.

In the 12-month period ended on the date of this announcement, the Company completed transactions involving interests in Hugo Boss, including but not limited to acquisitions of Common Stock, options or other rights to acquire interests in Common Stock, derivatives or other financial instruments the price of which was referenced to, or provided economic exposure to, the Common Stock (the "Prior Trades"). The Prior Trades have been entered into with one or more counterparties and, in the case of any put options, with a range of expiry dates up to and including December 2027. The net amount of consideration payable by the Company if all put options under the Prior Trades were exercised by the relevant counterparties would be up to approximately €470 million (approx. £390 million) for the interest in 14,500,000 shares in Hugo Boss if the outstanding options were exercised in full.

The HB Trades, when aggregated with the Prior Trades, constitute a significant transaction for the purposes of the UK Listing Rules made by the Financial Conduct Authority (the "UKLR") and are therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R.  In accordance with the UKLR, the HB Trades (together with the Prior Trades) are not subject to shareholder approval.

Information on Hugo Boss

Hugo Boss is a publicly traded company (Aktiengesellschaft) headquartered in Metzingen, Baden-Württemberg, Germany with its Common Stock traded on the Frankfurt Stock Exchange.  As described in its 2024 Annual Report, Hugo Boss is a leading global fashion and lifestyle company, offering high-quality women's and men's apparel.

As set out in Hugo Boss' financial statements for the year ended 31 December 2024, Hugo Boss had earnings before taxes of approximately €301.5 million and gross assets of approximately €3.7 billion.

Financial effects of the HB Trades on the Group

The HB Trades, if exercised, will be financed from the existing cash resources of the Company.

Following the HB Trades (if exercised), the assets of the Company and its subsidiaries (the "Group") will comprise all existing assets of Frasers Group, and the interests in Hugo Boss which are the subject of the HB Trades, less the net cash cost of such HB Trades.  Regarding the impact of the HB Strategic Investment on the Company's earnings in the year ending 27 April 2025, specifically relating to equity derivatives only, any premium received and fair value gain will be accounted for as investment income, and any loss on disposal and fair value loss will be accounted for as investment costs.

Further information relating to the HB Trades is set out in Appendix 1 to this announcement.

Enquiries:

Appendix 1

Risks of the HB Strategic Investment on the Company

The trading price of the Common Stock may be volatile and influenced by several factors, some specific to Hugo Boss and its operations, some which may affect the luxury goods and retail sectors and some which may affect quoted companies generally.  This means that the Company may be unable in the future to dispose of any of its HB Strategic Investment at a price greater than or equal to the current market price (or equivalent). There can be no guarantee that the Company will receive a return on its investment.

Board's view on the HB Trades

The Board is in the opinion that entering into the HB Trades is in the best interests of the Company and the Company's shareholders as a whole.

Material contracts

The Group

There have been no contracts entered into (other than contracts entered into in the ordinary course of business) by the Company or any member of the Group either: (i) within the two years immediately preceding publication of this announcement which are, or may be, material to the Group; or (ii) which contain any provisions under which any member of the Group has any obligation or entitlement which is, or may be, material to the Group as at the date of this announcement.

The Company's interest In Hugo Boss

No member of the Group has entered into any contracts (not being contracts entered into in the ordinary course of business) either: (i) within the two years immediately preceding publication of this announcement which are, or may be, material to the Company's interest in Hugo Boss; or (ii) which contain any provision under which any member of the Group has any obligation or entitlement which is, or may be, material to the Company's interest in Hugo Boss as at the date of this announcement.

Legal and arbitration proceedings

The Group

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and / or the Group.

The Company's interest in Hugo Boss

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months preceding the date of this announcement which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company's interest in Hugo Boss.

Significant change in the Group's financial position

There has been no significant change in the financial position of the Group since 27 October 2024, being the end of the last financial period for which interim financial information of the Group has been published.