Superdry : Shareholder Circular & Notice of General Meeting

THIS DOCUMENT AND THE ACCOMPANYING DOCUMENT ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") if you are in the United Kingdom or from another appropriately authorised independent professional adviser if you are taking advice in a territory outside the United Kingdom.

This document comprises a circular which has been prepared in accordance with the Listing Rules made under section 73A of FSMA.

If you sell or transfer or have sold or otherwise transferred all your Ordinary Shares, please send this document (but not the Form of Proxy or the Open Offer Application Form) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, such documents should not be forwarded, distributed or transmitted in or into the United States, Australia, New Zealand, Canada, the Republic of South Africa, Japan or any other Restricted Jurisdiction. If you sell or otherwise transfer or have sold or otherwise transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document into any jurisdiction outside the United Kingdom should seek appropriate advice before taking any such action. The release, publication or distribution of this document (and any accompanying documents) in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, this document should not be distributed, forwarded or transmitted in or into the United States or any other Restricted Jurisdiction. This document has been prepared for the purposes of complying with English law and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

_______________________________________________________________________________

SUPERDRY PLC

(incorporated and registered in England and Wales with registered number 07063562)

Open Offer of 686,459,585 New Open Offer Shares at £0.01 per New Open Offer Share

OR

Placing of 200,000,000 New Placing Shares at £0.05 per New Placing Share

AND

Restructuring Plan

Waiver of the obligation to make an offer under Rule 9 of the Takeover Code

Approval of related party transaction

Capital reorganisation and amendments to Current Articles

Proposed Delisting

and

Notice of General Meeting

_______________________________________________________________________________

The whole of this document, including any information incorporated by reference, should be read. Your attention, in particular, is drawn to the risks and other factors set out in Part 6 (Risk Factors) of this document and the letter from the Chair of the Company, which is set out in Part 4 (Letter from the Chair of the Company) of this document which sets out certain details of the Capital and Restructuring Measures and which contains a recommendation from the Directors

that you vote in favour of all of the Resolutions. The Capital and Restructuring Measures will not take place unless either all of the Open Offer Resolutions and the Delisting Resolution are passed or all of the Placing Resolutions and the Delisting Resolution are passed.

Notice of a General Meeting of the Company to be held at Unit 60 The Runnings, Cheltenham GL51 9NW on 14 June 2024 at 9 a.m. is set out in Part 11 (Notice of General Meeting) of this document.

The actions to be taken in respect of the General Meeting are set out in paragraph 22 of Part 4 (Letter from the Chair of the Company) of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend the General Meeting in person, please complete and sign the Form of Proxy (or appoint a proxy electronically, as referred to in this document) in accordance with the instructions printed on it and return it to the Company's Registrars, Computershare, as soon as possible and, in any event, so as to be received no later than 48 hours (excluding any part of a day that is not a working day) prior to the time appointed for the holding of the General Meeting. Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the General Meeting, should they so wish.

If you have any questions about this document, the General Meeting or about the completion and return of the Form of Proxy or the Open Offer Application Form, please call the Computershare shareholder helpline between 8.30 a.m. and 5.30 p.m. (London (UK) time) Monday to Friday (except public holidays in England and Wales) on 0370 889 3102 or on [phone] from outside the UK. Please note that calls may be monitored and/or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the Capital and Restructuring Measures.

Peel Hunt LLP ("Peel Hunt" or the "Sponsor" or the "Bank"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as sponsor and for no one else in connection with the Capital and Restructuring Measures and other matters described in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Capital and Restructuring Measures, the contents of this document or any other transaction, arrangement or matters described in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Sponsor by FSMA or the regulatory regime established thereunder, neither the Sponsor nor any of its affiliates (or such entities' respective directors, officers, employees or agents) accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or for any other statement made or proposed to be made by it or on its behalf in connection with the Company or the subject matter of this document, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. The Sponsor and its affiliates (and such entities' respective directors, officers, employees and agents) accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability, whether arising in tort, contract or otherwise (save as referred to above) which it or they might otherwise have in respect of this document or any such statement.

No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as of any subsequent time.

The contents of this document are not to be construed as legal, financial or tax advice. Each Shareholder should consult his, her or its own legal, financial or tax adviser for any legal, financial or tax advice.

To the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document, except where such information or documents

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are stated within this document as specifically being incorporated by reference or where this document is specifically defined as including such information. Without prejudice to the documents incorporated by reference into this document, the contents of the website of the Company and any website directly or indirectly linked to that website do not form part of this document and should not be relied upon.

This document is a circular relating to the Capital and Restructuring Measures which has been prepared in accordance with the Listing Rules and the Takeover Code and approved by the FCA and the Takeover Panel.

Capitalised terms have the meanings ascribed to them in Part 10 (Definitions) of this document.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This document contains statements which are, or may be deemed to be, "forward-lookingstatements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements include statements relating to (a) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, (b) business and management strategies and the expansion and growth of the Company's operations, and (c) the effects of global economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, among other things, general business and economic conditions globally, industry trends, competition, changes in government and other regulation and policy, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, interest rates and currency fluctuations, changes in its business strategy, political and economic uncertainty and other factors discussed in Part 6 (Risk Factors) of this document. Such forward-looking statements should therefore be construed in light of such factors.

Neither the Company nor any of its directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date hereof.

Nothing in this paragraph headed "Information Regarding Forward-LookingStatements" should be taken as limiting the working capital statement in paragraph 11 of Part 9 (Additional Information) of this document.

Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, MAR and the Disclosure Guidance and Transparency Rules), the Company is not under any obligation and it expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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NO PROFIT FORECAST

No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

FINANCIAL INFORMATION

Unless otherwise stated in this document, financial information relating to the Group has been extracted without material adjustment from the audited consolidated financial statements incorporated by reference, set out in paragraph 13 in Part 9 (Additional Information) of this document.

Unless otherwise indicated, financial information in this document relating to the Company has been prepared in accordance with IFRS and those parts of the Companies Act applicable to companies preparing their accounts under IFRS and is prepared in a form that is consistent with the Company's accounting policies as set out in its latest audited accounts for the year ended 29 April 2023.

CURRENCIES

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p", "penny" and "pence" are to the lawful currency of the United Kingdom. References to "$" or "USD" are to the lawful currency of the United States. References to "₹" or "INR" are to the lawful currency of India. References to "€" or "EUR" are to the lawful currency of the Eurozone.

ROUNDING

Certain data in this document, including financial, statistical and operating information, have been rounded. As a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data. In certain instances, the sum of the numbers in a column or row in tables contained in this document may not conform exactly to the total figure given for that column or row. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

NO OFFER OR SOLICITATION

This document is not a prospectus and, other than in respect of the Open Offer, it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.

This document is not for publication or distribution, directly or indirectly, in or into the United States. This document is not an offer of securities for sale into the United States. The securities referred to in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities referred to in this document may not be offered or sold within the United States absent registration or an applicable exemption from, or in transactions not subject to, the registration requirements of the US Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction. This document and the Open Offer Application Form do not constitute an offer of securities to any person with a registered address, or who is resident in, the United States. The New Open Offer Shares, the New Placing Shares and the Open Offer Entitlements are being offered and sold pursuant to the Open Offer or the Placing only outside the United States in "offshore transactions" as defined in and pursuant to Regulation S.

The New Open Offer Shares, New Placing Shares and Open Offer Entitlements have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Open Offer Shares, New Placing Shares and Open Offer Entitlements, nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

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This document is dated 21 May 2024.

COMPANY SHAREHOLDER HELPLINE: 0370 889 3102

FROM OUTSIDE THE UK: [phone]

LINES ARE OPEN 8.30 A.M. TO 5.30 P.M. (LONDON (UK) TIME), MONDAY TO FRIDAY,

EXCLUDING PUBLIC HOLIDAYS IN ENGLAND AND WALES

COMPUTERSHARE MAY RECORD CALLS TO BOTH NUMBERS

FOR SECURITY PURPOSES AND TO MONITOR THE QUALITY OF ITS SERVICES.

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CONTENTS
PART 1: EXPECTED TIMETABLE OF PRINCIPAL EVENTS	1
PART 2: EQUITY RAISE STATISTICS	3
PART 3: DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	4
PART 4: LETTER FROM THE CHAIR OF THE COMPANY	5
PART 5: QUESTIONS AND ANSWERS ABOUT THE EQUITY RAISE	23
PART 6: RISK FACTORS	30
PART 7: DETAILS OF RULE 9 WAIVERS	36
PART 8: DETAILS OF THE RESTRUCTURING PLAN	44
PART 9: ADDITIONAL INFORMATION	60
PART 10: DEFINITIONS	91
PART 11: NOTICE OF GENERAL MEETING	105
APPENDIX A: TERMS OF AND CONDITIONS OF THE OPEN OFFER	110

PART 1: EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2024
Announcement of the Restructuring Plan, Equity Raise	16 April
and Delisting
Record date for Open Offer Entitlements	6.00 p.m. on 16 May
Posting of this document, including the Notice of	21 May
General Meeting, the Forms of Proxy and the Open
Offer Application Forms
Ex-Entitlements Date for the Open Offer	8.00 a.m. on 22 May
Open Offer Entitlements credited to stock accounts of	23 May
Qualifying CREST Shareholders
Latest recommended time and date for requesting	4.30 p.m. on 9 June
withdrawal of CREST Open Offer Entitlements
Latest time and date for depositing CREST Open Offer	3.00 p.m. on 10 June
Entitlements
Latest time and date for splitting Open Offer Application	3.00 p.m. on 11 June
Forms to satisfy bona fide market claims
Latest time and date for receipt of Forms of Proxy,	9.00 a.m. on 12 June
CREST Proxy Instructions and electronic registration of
proxy appointments for the General Meeting
Record date for entitlement to vote at the General	6.00 p.m. on 12 June
Meeting
Deadline for returning completed Open Offer	11.00 a.m. on 13 June
Application Forms and payment in full under the Open
Offer
General Meeting	9.00 a.m. on 14 June
Announcement of results of General Meeting (including	14 June
whether the Company will implement the Open Offer or
the Placing) through an RIS
Board meeting to approve allotment of New Placing	14 June
Shares or New Open Offer Shares (as applicable)
Restructuring Plan sanction hearing	17 and 18 June
Effective Date of Restructuring Plan	18 June
Last day of dealings in Existing Ordinary Shares on the	11 July
Main Market
Record date for Capital Reorganisation	6.00 p.m. on 11 July
Cancellation of listing of the Existing Ordinary Shares	8.00 a.m. on 12 July
on the premium listing segment of the Official List

1

Capital Reorganisation becomes effective (if the Open Offer is implemented)

12 July (post-Delisting but prior to completion of the Equity Raise)

Expected date of completion of the Equity Raise	12 July
Unconditional allotment of New Placing Shares or New	12 July
Open Offer Shares (as applicable)
CREST accounts credited with uncertificated New Open	12 July
Offer Shares and New Ordinary Shares (if the Open
Offer is implemented)

Where applicable, despatch of share certificates in respect of New Placing Shares or New Open Offer Shares (as applicable) and the New Ordinary Shares (if applicable)

Notes:

1. All time references in this document are to London (UK) time.

Within five Business Days of completion of the Equity Raise

1. These dates are provided by way of indicative guidance and are subject to change. If any of the above times and/or dates change, the Company will give adequate notice by issuing an announcement through an RIS.
2. The timing of Closing is dependent upon the passing of the Resolutions and, if there is any delay in the passing of any such resolution, the expected date of Closing may change. The date of Closing may also be changed by agreement between the relevant parties to any relevant agreement and, if so, an announcement will be made by the Company through an RIS.

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PART 2: EQUITY RAISE STATISTICS

Open Offer
Number of Existing Ordinary Shares in issue on the Latest Practicable	99,178,336
Date
Total number of New Open Offer Shares	686,459,585
Total number of New Ordinary Shares in issue following Capital	99,178,336
Reorganisation, but before the Equity Raise by way of Open Offer
Total number of New Ordinary Shares in issue following Capital	785,637,921
Reorganisation and following the Equity Raise by way of Open Offer
Total percentage of the Enlarged Share Capital subject to the Equity	87.4%
Raise by way of Open Offer
Estimated gross proceeds of the Equity Raise by way of Open Offer	£6,864,596
ISIN	GB00B60BD277
SEDOL	B60BD27
Market identifier code (MIC)	XLON
LEI	213800GAQMT2WL7BW361
ISIN for Open Offer Entitlements	GB00BN12RV56
Placing
Number of Existing Ordinary Shares in issue on the Latest Practicable	99,178,336
Date
Total number of New Placing Shares	200,000,000
Total number of Ordinary Shares in issue following the Equity Raise by	299,178,336
way of Placing
Total percentage of the Enlarged Share Capital subject to the Equity	66.8
Raise by way of Placing
Estimated gross proceeds of the Equity Raise by way of Placing	£10,000,000
ISIN	GB00B60BD277
SEDOL	B60BD27
Market identifier code (MIC)	XLON
LEI	213800GAQMT2WL7BW361

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PART 3: DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Peter Sjölander (Chair)
	Julian Dunkerton (Chief Executive Officer)
	Helen Weir (Senior Independent Non-Executive Director)
	Lysa Hardy (Independent Non-Executive Director)
	Georgina Harvey (Independent Non-Executive Director)
	Alastair Miller (Independent Non-Executive Director)
Group Company Secretary	Jennifer Richardson
Registered Office	Unit 60 The Runnings,
	Cheltenham,
	Gloucestershire GL51 9NW
Sponsor	Peel Hunt LLP
	7th Floor
	100 Liverpool Street
	London EC2M 2AT
Legal Advisers to the Company	Macfarlanes LLP
	20 Cursitor Street
	London EC4A 1LT
Legal Advisers to the Sponsor	Ashurst LLP
	London Fruit & Wool Exchange
	1 Duval Square
	London E1 6PW
Reporting Accountant	KPMG LLP
	15 Canada Square
	London
	E14 5GL
Auditor	RSM UK Audit LLP
	6th Floor
	25 Farringdon Street
	London
	EC4A 4AB
Registrars	Computershare Investor Services PLC
	The Pavilions
	Bridgwater Road
	Bristol BS13 8AE

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