Boohoo : CEO Growth Share Plan Update and Grant of Option

For Immediate Release	12 July 2019

boohoo group plc

('boohoo' or the 'Company' and together with its subsidiaries the 'Group' or 'boohoo group')

CEO Growth Share Plan Update and Grant of Option

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

John has also been granted a further share option award ('the CSA') 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.

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	John Lyttle
2	Reason for the notification
a)	Position/status	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 holdings limited · boohoo group plc
b)	LEI	· n/a · 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	· A ordinary shares of 1p in boohoo holdings limited under the Plan · Option in ordinary shares of 1p in boohoo group plc under the CSA
	Identification code	ISIN: JE00BG6L7297
b)	Nature of the transaction	· Subscription of shares as part of the Plan · Grant of Conditional Share Option as part of the CSA
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			-	357,466 ordinary shares in boohoo group plc pursuant to the CSA
			£250,000	195 A ordinary shares in boohoo holdings limited pursuant to the Plan
d)	Aggregated information
	- Aggregated volume	N/A
	- Price
e)	Date of the transaction	· 11 July 2019 · 11 July 2019
f)	Place of the transaction	· Off market · Off market

Enquiries
boohoo group plc
Neil Catto, Chief Financial Officer	Tel: [phone]
Alistair Davies, Investor Relations	Tel: [phone]
Clara Melia, Investor Relations	Tel: [phone]
Zeus Capital - Nominated adviser and joint broker
Nick Cowles/Andrew Jones (Corporate Finance)	Tel: [phone]
John Goold/Benjamin Robertson (Corporate Broking)	Tel: [phone]
Jefferies Hoare Govett - Joint broker
Philip Noblet/ Max Jones	Tel: [phone]
Buchanan - Financial PR adviser	[e-mail]
Richard Oldworth/ Sophie Wills/ Maddie Seacombe	Tel: [phone]

About boohoo group plc

'Leading the fashion eCommerce market'

Founded in Manchester in 2006, boohoo is an inclusive and innovative brand targeting young, value-orientated customers. For 13 years, boohoo has been pushing boundaries to bring its customers up-to-date and inspirational fashion, 24/7. boohoo has grown rapidly in the UK and internationally, expanding its offering with range extensions into menswear, through boohooMAN.

In early 2017 the group extended its customer offering through the acquisitions of the vibrant fashion brand PrettyLittleThing, and free-thinking brand Nasty Gal and in March 2019 acquired the Miss Pap brand. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. This investment proposition has helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 30-year-olds around the world. As at 28^thFebruary 2019, the boohoo group had around 13 million active customer accounts across all its brands around the world.