Director’s Dealing – Management Incentive Plan

boohoo group plc

("boohoo" or "the Group")

Director's Dealing - Management Incentive Plan

Further to the announcement made on 26 June 2020, the Management Incentive Plan (the "Plan") has now been implemented and participants in the Plan, including Mahmud Kamani, Carol Kane and Neil Catto have, on 26 June 2020, pursuant to the Plan, subscribed for B ordinary shares in boohoo holdings limited, an intermediary holding company of the Group.

The structure of the Plan and the proportions received by the Executive Directors are as set out in the announcement made by the Group on 26 June 2020.

Mahmud Kamani, Carol Kane and Neil Catto are related parties as defined by the AIM Rules for Companies ("the AIM Rules") given they are Directors of boohoo and the subscription of shares by each of them under the Plan is a related-party transaction for the purposes of Rule 13 of the AIM Rules.  The independent directors (being the Non-Executive directors) consider, having consulted with Zeus Capital, the Group's Nominated Adviser, that the terms of the Plan are fair and reasonable in so far as the Group's shareholders are concerned.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

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About boohoo group plc

"Leading the fashion eCommerce market"

Founded in Manchester in 2006, boohoo is an inclusive and innovative brand targeting young, value-orientated customers. Since 2006, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear, through boohooMAN.

In early 2017 the Group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal. In March 2019 the Group acquired the MissPap brand, in August 2019 the Karen Millen and Coast brands and in June 2020 the Warehouse and Oasis brands, all complementary to the group's scalable multi-brand platform. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at affordable prices. These investment propositions have helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 40-year-olds with a global presence. As at 29 February 2020, the Group had just under 14 million active customers across all its brands around the world.