BOOHOO GROUP PLC

Remuneration Information • Feb 3, 2025

National Storage Mechanism | Additional information

RNS Number : 6265V

boohoo group plc

03 February 2025

For Immediate Release	3 February 2025

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:

Director	Shares held personally	Shares under option in LTIP	Shares held under SIP	Shares under option in SAYE	Shares under option in DSP	Shares under option in Conditional Award	Total interest	% of issued share capital
Dan Finley	290,806	-	-	60,000	3,123,340	4,658,441	8,132,587	0.58%
Stephen Morana	129,097	-	-	-	-	3,500,000	3,629,097	0.26%

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:

Director	Value of the share issuance	Number of New Ordinary Shares Issued	Number of Ordinary Shares held following the issuance	Percentage of the Ordinary Issue Share Capital (%)
Iain McDonald	£20,000	68,966	879,839	0.063
Tim Morris	£20,000	68,966	144,701	0.010
Kirsty Britz	£10,000	34,483	94,548	0.007
Alistair McGeorge	£20,000	68,966	127,644	0.009
John Goold	£10,000	34,483	63,956	0.005

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.

Enquiries
boohoo group plc
Stephen Morana, Chief Financial Officer	Tel: +44 (0)161 233 2050
Victoria Huxster, Head of Investor Relations	Tel: +44 (0)161 233 2050
Zeus Capital - Nominated adviser and joint broker
Nick Cowles / Dan Bate / James Edis	Tel: +44 (0)161 831 1512
Benjamin Robertson	Tel: +44 (0)20 3829 5000
HSBC - Joint broker
Anthony Parsons / Alex Thomas / Chloe Ponsonby / James Hopton	Tel: +44 (0)20 7991 8888
Headland - Financial PR adviser
Susanna Voyle / Will Smith	Tel: +44 (0)20 3725 7514

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.

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

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Dan Finley

2

Reason for the notification

a)

Position/status

Group Chief Executive Officer

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

boohoo group plc

b)

LEI

213800SZF3KFCECWY243

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

ISIN: JE00BG6L7297

b)

Nature of the transaction

Grant of Options

c)

Price(s) and volume(s)

	Price	No. of shares
i	Nil	1,000,000
ii	Nil	3,793,104

d)

Aggregated information

- Aggregated volume

- Price

	Price	No. of shares
i.	Nil	4,793,104

e)

Date of the transaction

3 February 2025

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Stephen Morana

2

Reason for the notification

a)

Position/status

Group Chief Financial Officer

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

boohoo group plc

b)

LEI

213800SZF3KFCECWY243

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

ISIN: JE00BG6L7297

b)

Nature of the transaction

Grant of Options

c)

Price(s) and volume(s)

	Price	No. of shares
i	Nil	3,500,000

d)

Aggregated information

- Aggregated volume

- Price

	Price	No. of shares
i.	Nil	3,500,000

e)

Date of the transaction

3 February 2025

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

i.              Iain McDonald

ii.             Tim Morris

iii.            Kirsty Britz

iv.            Alistair McGeorge

v.             John Goold

2

Reason for the notification

a)

Position/status

i.              Non-Executive Director

ii.             Chair and Non-Executive Director

iii.            Non-Executive Director

iv.            Non-Executive Director

v.             Non-Executive Director

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

boohoo group plc

b)

LEI

213800SZF3KFCECWY243

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 1p each

ISIN: JE00BG6L7297

b)

Nature of the transaction

Issue of shares as part of compensation

c)

Price(s) and volume(s)

	Price	No. of shares
i	29. 00 p	68,966
ii	29. 00 p	68,966
iii	29. 00 p	34,483
iv	29. 00 p	68,966
v	29. 00 p	34,483

d)

Aggregated information

- Aggregated volume

- Price

	Price	No. of shares
i	£20,000	68,966
ii	£20,000	68,966
iii	£10,000	34,483
iv	£20,000	68,966
v	£10,000	34,483

e)

Date of the transaction

3 February 2025

f)

Place of the transaction

Outside of a trading venue

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