Frasers Group plc

23 August 2024

FRASERS GROUP PLC

(the "Company")

Notice of AGM

The Company announces that the following documents are being made available electronically to shareholders and have been published on the Company's website at https://frasers.group/financials/agm  

·    Notice of Annual General Meeting ("AGM") of the Company

·    Annual Report and Accounts 2024

o  The audited FY24 Annual Report and Accounts have been finalised showing statutory profit before tax of £507.0m (FY23 £638.0m (as restated)), and adjusted profit before tax of £544.8m (FY23 £481.8m (as restated)).

·    2024 AGM Form of Proxy

Copies will be posted to shareholders who have requested a hard copy.

The Company's AGM will be held on Wednesday 18 September 2024 at 9am at the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY.

Copies of these documents have been uploaded to the National Storage Mechanism and will be available for viewing shortly at National Storage Mechanism.

Business of the AGM

In addition to the routine AGM business, a resolution seeking authority from shareholders for the Company to make off-market purchases of its shares from MASH Holdings Limited and MASH Beta Ltd (the "MASH Companies"), or their nominee(s), pursuant to the Directed Buyback Contract (as defined in the Notice of AGM) will be proposed at the AGM. The MASH Companies are ultimately owned by the Company's controlling shareholder, Mike Ashley.

Authority to enter into the Directed Buyback Contract would, if approved, give the Company the flexibility, with the agreement of the MASH Companies, to conduct off-market purchases to reduce the holding of the MASH Companies in the Company. The Directors will only exercise the power to conduct off-market purchases if they conclude at the relevant time it is in the best interests of the Company and its shareholders as a whole.

Under the proposed terms of the Directed Buyback Contract, the Company may agree with the MASH Companies to make off-market purchases of their shares at such times and on such number of occasions as the Directors may determine: (i) by way of one or more standalone purchases; (ii) in conjunction with any offer or sale by any of the MASH Companies (or their nominee(s)) by way of or including an institutional placing; or (iii) through a broker-managed directed trading programme, subject in each case to certain agreed parameters.

Any such off-market purchases shall be made at the relevant market price on the date the shares are agreed to be purchased, or, if made in conjunction with any institutional placing by any of the MASH Companies (or their nominee(s)), at the placing or offering price as determined through the offering process, and otherwise on the terms and conditions of the Directed Buyback Contract, which are summarised in the Notice of AGM.

The maximum number of shares that may be purchased by the Company pursuant to the Directed Buyback Contract is 67,502,373 shares, representing approximately 14.99% of the Company's issued ordinary share capital (excluding treasury shares) as at 15 August 2024, the latest practicable date prior to the publication of the Notice of AGM.

Entering into the Directed Buyback Contract with the MASH Companies constitutes a related party transaction, falling within UK Listing Rule 8.2.1R. Any off-market purchases of shares made under the Directed Buyback Contract are expected to be also treated as related party transactions under UK Listing Rule 8.1.7R. If the Company wishes to make off-market purchases from the MASH Companies under the Directed Buyback Contract where one or more of the class tests results in a percentage ratio of 5% or more (including when aggregated with any other relevant transactions in a 12-month period), certain other requirements will apply, including the need for written confirmation from the Company's sponsor that the terms of the proposed transactions are fair and reasonable as far as the Company's shareholders are concerned. Accordingly, the board of the Company, which has been so advised by Jefferies International Limited (acting in its capacity as the Company's sponsor), considers that the terms of the Directed Buyback Contract are fair and reasonable as far as the Company's shareholders are concerned.

Further details of the Directed Buyback Contract are set out in the Notice of AGM.

For further information, please contact:

Important Notices

Jefferies International Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Directed Buyback Contract and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies International Limited, or for providing advice in connection with the Directed Buyback Contract or any other the matters referred to in this announcement.