| For Immediate Release | 28 May 2024 |
boohoo group plc
("boohoo" or the "Company")
Withdrawal of AGM Resolution, Surrender of Options and Directors' Dealings
boohoo group plc (AIM: BOO) announces that it has decided to withdraw Resolution 3 from the agenda of the Annual General Meeting (AGM) of the Company's shareholders to be held at 10.00am on Thursday, 20 June 2024.
Resolution 3 proposed the adoption of the boohoo Incentive Plan (the Incentive Plan). Since publication of the Notice of AGM on 23 May 2024, the Company has engaged with certain shareholders regarding Resolution 3 and has decided not to implement the Incentive Plan at this time. The Company will consider further engagement with shareholders on this matter in the future.
The withdrawal of Resolution 3 does not affect the validity of the Notice of AGM, the proxy form or any proxy votes already submitted in respect of the remaining resolutions to be proposed at the AGM. The numbering of all other proposed resolutions at the AGM remains unchanged. Arrangements for the AGM are unchanged from those previously notified.
The Executive Directors have also opted to waive their entire bonus entitlement for the financial year ended 29 February 2024. The Company has published a restated disclosure of the Directors' single-figure total remuneration for the year ended 29 February 2024 on the Company's website https://www.boohooplc.com/investors/results-centre/year/2024.htm.
Following this the directors' interest in Shares is as follows*:
| Director | Shares held personally | Shares under option | Shares held under SIP | Shares under option in SAYE | Total interest* | % of issued share capital* |
| Mahmud Kamani | 157,979,880 | 2,124,856 | 0 | 0 | 160,104,736 | 12.61 |
| Carol Kane | 20,000,000 | 2,124,856 | 0 | 0 | 22,124,856 | 1.74 |
| John Lyttle | 188,172 | 3,497,380 | 4,994 | 60,000 | 3,750,546 | 0.29% |
* Carol Kane and John Lyttle also have an interest in Shares through the Growth Share Plan as previously announced.
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
Further details are set out in the below notification, made in accordance with the requirements of the UK Market Abuse Regulation.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Mahmud Kamani | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group Executive Chairman | ||||||
| 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
ISIN: JE00BG6L7297 | ||||||
| b) | Nature of the transaction | Surrender of Options granted over Ordinary Shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||||
| e) | Date of the transaction | 28 May 2024 | ||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Carol Kane | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group 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
ISIN: JE00BG6L7297 | ||||||
| b) | Nature of the transaction | Surrender of Options granted over Ordinary Shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||||
| e) | Date of the transaction | 28 May 2024 | ||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | John Lyttle | ||||||
| 2 | Reason for the notification | |||||||
| a) | Position/status | Group CEO | ||||||
| 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
ISIN: JE00BG6L7297 | ||||||
| b) | Nature of the transaction | Surrender of Options granted over Ordinary Shares | ||||||
| c) | Price(s) and volume(s) |
| ||||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||||
| e) | Date of the transaction | 28 May 2024 | ||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||
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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