Posting of Annual Report and Notice of AGM (2024)

For Immediate Release

23 May 2024

boohoo group plc

("boohoo" or the "Company")

Posting of the Annual Report and Accounts, AGM Notice and Related Party Transactions

boohoo group plc (AIM: BOO)is pleased to confirm that its Annual Report and Accounts for the year ended 29 February 2024 ("Annual Report") and its Notice of Annual General Meeting ("AGM Notice")are now available to view on the Company's website (www.boohooplc.com). Additionally, the AGM Notice, and (for those shareholders who requested they continue to receive a paper copy) the Annual Report, have been posted to shareholders.

Paper copies of the Form of Proxy are available from ComputershareInvestor Services (Jersey) Limitedon request.

The Company's Annual General Meeting for the year ended 29 February 2024 will be held at 10:00 on Thursday 20 June 2024,at 49-51 Dale Street, Manchester, M1 2HF.

Related party transactions in connection the adoption of the boohoo Incentive Plan 2024 (the "Incentive Plan")

Resolution 3 in the AGM Notice relates to the adoption of the Incentive Plan, whichwill combine the existing annual bonus and 2022 LTIP into one single incentive plan, with a blend of time and performance based awards which provide clearer line of sight for participants and a more effective retention tool, while maintaining a strong link to shareholder value creation through share deferral. Further details of the Incentive Plan are contained in the AGM Notice.

Subject to shareholder approval at the AGM, awards under the Incentive Plan, as detailed in the AGM Notice, will be made to John Lyttle, Mahmud Kamani, Carol Kane and Stephen Morana, each of whom, as Directors of boohoo, is considered a related party within the meaning of the AIM Rules for Companies. These awards (the "Related Party Awards") each constitute a related party transaction.

The Directors (excluding John Lyttle, Mahmud Kamani, Carol Kane and Stephen Morana) (the "Independent Directors") consider, having consulted with the Company's Nominated Adviser, Zeus Capital Limited ("Zeus"), that the terms of the Related Party Awards are fair and reasonable insofar as Shareholders are concerned.

In providing advice to the Independent Directors, Zeus has taken into account the following:

·the historic bonus and LTIP opportunities have been combined and restructured but the total quantum of the awards is unchanged from what was permitted under the previous Directors' Remuneration Policy;

·the majority (60%) of awards will be settled in shares which vest in tranches over a three-year period, ensuring long term alignment of executives with the interests of shareholders;

·awards will be granted within the 10% in ten-year dilution limit operated by the Company across all share schemes with a reasonable amount of headroom remaining;

·the adoption of the Incentive Plan and the grant of awards under it are conditional on Shareholder approval; and

·the commercial assessments of the Independent Directors.

Enquiries

boohoo group plc

Stephen Morana, Chief Financial Officer

Tel: +44 (0)161 233 2050

Pete Templeton, Group Finance Director

Tel: +44 (0)161 233 2050

Mike Cooper, Head of Investor Relations

Tel: +44 (0)161 233 2050

Zeus Capital - Nominated adviser and joint broker

Andrew Jones / Dan Bate / James Edis

Tel: +44 (0)161 831 1512

Benjamin Robertson

Tel: +44 (0)20 3829 5000

Jefferies - Joint broker

Ed Matthews / Harry Le May

Tel: +44 (0)20 7029 8000

HSBC - Joint broker

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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

Posting of Annual Report and Notice of AGM (2024)

FAQs

How do I announce an AGM? ›

Produce a notice giving details about the AGM and mail all your members. This should include date, time, duration, venue, and information about the elections of officers. You could include the whole agenda or just highlight one or two items.

How to write a report for an AGM? ›

Your report could cover:

Any successes, developments or project completions. Any challenges you encountered – what you would change if given the opportunity. Suggestions for work to be carried over to the next year. Acknowledge any people who have supported you in your role.

Who presents the annual report at the AGM? ›

An AGM is a formal, mandatory meeting held once per year.

A report is presented by the company directors, to all company members and shareholders. The meeting is an opportunity for these interested parties to discuss company affairs over the last year.

How I write a notice of annual general meeting with agenda? ›

Here are five steps to write a notice of meeting letter:
  1. Create a header. Start by creating a header for the notice of meeting letter. ...
  2. Write meeting information. Below the header, write a brief paragraph that includes the meeting's information. ...
  3. List the agenda. ...
  4. Conclude the letter. ...
  5. Revise the letter.
Jul 20, 2023

How do I advertise my AGM? ›

We also recommend using an email marketing tool such as MailChimp to create a well-designed email where you can track open and click rates to ensure your AGM is getting the attention it needs for RSVPs and to guarantee quorum. Note: make sure your contact list is up to date!

What to include in an AGM notice? ›

The notice must state: • the date, time and place of the meeting; • the agenda (what will be discussed and voted on at the meeting); and • that a member may appoint someone to attend and vote instead of the member (this person is known as a proxy, see below).

How do you introduce an annual report? ›

Like all important documents, an annual report should also include an introduction. This introduction doesn't have to be long or detailed but should cover information such as a mission statement that outlines what the company does, how it does it, and why it does it.

How do you write a good AGM report? ›

Use clear, precise, and unambiguous writing. Maintain a professional and unbiased position throughout the document. The content of the annual report should be transparent and honest.

How to write an annual report sample? ›

3 Steps to Nail Your Annual Report Narrative
  1. First, determine the story you want to tell. Start by asking yourself questions. ...
  2. Next, decide what story will resonate most with your audience. ...
  3. Lastly, weave in the narrative throughout the report with imagery, graphics, other data visualizations, and consistent messaging.

What is the minimum notice for an AGM? ›

An AGM of a private company which is not a traded company requires 14 clear days' notice, compared with 21 clear days for an AGM of a non-trading public company.

What makes an AGM invalid? ›

Disclosure of Information: Companies must provide shareholders with adequate information about the topics to be discussed, including financial status, current strategy, and governance matters. Insufficient disclosure may render the AGM invalid.

What is the short notice for AGM? ›

An AGM can be called at a notice period shorter than 21 days if at least 95% of the members entitled to vote in the meeting agree to the shorter notice. The consent may be given in writing or through electronic mode.

Can an AGM notice be sent by email? ›

Mode of Issuing Notice

Notice may be served by various modes, such as hand delivery, post, facsimile, e-mail or any other electronic means. Notice may even be sent through courier. However, if the Articles of the company prescribe the mode by which Notice has to be given, it should be given accordingly.

How do I inform members of an AGM? ›

If your private limited company is holding an annual general meeting (AGM), you need to give members at least 14 days' notice. A notice of annual general meetings template can help you to make sure you're giving your members the right information about when and where the meeting will take place.

What is the procedure for calling an AGM? ›

Procedure to Hold an AGM

The company must give a clear 21 days' notice to its members for calling the AGM. The notice should mention the place, the date and day of the meeting, and the hour at which the meeting is scheduled. The notice should also mention the business to be conducted at the AGM.

How to write an AGM invite? ›

I am pleased to invite you to the [Year] Annual General Meeting of [Insert club/association name here], which will be held on [Date of AGM] at [Time] in [Location]. Included in this invitation is the agenda for current meeting and the minutes from the last AGM.

How do you encourage people to attend AGM? ›

4 Ways to Improve AGM Attendance
  1. Agenda. Plan and distribute an engaging agenda. ...
  2. Notice. Giving appropriate notice is essential to boosting AGM attendance. ...
  3. Open Discussion. ...
  4. Access to Information.
Feb 27, 2020

How do I call an AGM? ›

Who can call an annual general meeting
  1. a voting member of the committee (usually the secretary) who has been authorised by the majority of the committee voting members.
  2. a non-voting member of the committee (i.e. a body corporate manager) who has been authorised by the majority of the committee voting members.
Mar 13, 2024

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