boohoo group plc CEO Growth Share Plan Update plc

boohoo group plc (LON: BOO), a leading online fashion group, announced today that John Lyttle, Chief Executive Officer, has subscribed for 195 A ordinary shares of 1 pence each in boohoo holdings limited, an intermediary holding company of the Group, as part of a Growth Share Plan initially disclosed to the market on 17 September 2018.

John has also been granted a further share option award in line with the previous disclosure in the annual report and accounts. The CSA takes the form of a nil cost option over 357,446 ordinary shares of 1 pence each in boohoo group plc (valued at £637,326, based on the closing price of the Company’s shares on 14 March 2019) and is granted as part of his compensation award for the loss of short and long-term incentive awards which lapsed on leaving his previous employment. This award will only vest if John remains as CEO up to 15 March 2020.

Plan summary

As previously announced the value of the award under the Plan is directly linked to the creation of significant growth in shareholder value as set out below:

· The value of the award will be determined by the compound annual growth rate (“CAGR”) in market capitalisation of the Group over the five year period starting on the date John joined as CEO, 15 March 2019 (“the Period”).

· The CAGR will be calculated using a base market capitalisation of £2.037bn, being the market capitalisation on the date of the announcement on 17 September 2018 that John would be joining the Group.

· The value of the award under the Plan is capped at £50m of gross value before tax in the event of achieving CAGR of at least 23% at the end of the Period. CAGR of less than 10% yields nil value.

· The Plan provides for adjustments to be made for increases in market capitalisation arising from corporate events, such as the issue of shares for acquisitions, so that the benefits derived from the Plan only arise from organic growth and the Plan also provides clawback provisions which allow repayment in defined circumstances.

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