Superdry : Form of Proxy 2020

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

We encourage you to vote on all resolutions in advance of the AGM. The AGM will be a closed event.

The Chairman of Superdry Plc asks you to complete and lodge this proxy form in relation to the Annual General Meeting of the Company to be held as a closed event.

Form of Proxy - Annual General Meeting to be held on 22 October 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 916713

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown	PIN:
opposite and agree to certain terms and conditions.

View the Annual Report online: www.corporate.superdry.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 20 October 2020 at 11.30 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 3102 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to vote at the meeting.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 3102 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
4. Any alterations made to this form should be initialled.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

167003_189231_RUN_ONS/000001/000001/SG601//i

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to vote in respect of my/our full voting entitlement* on my/ our behalf at the Annual General Meeting of Superdry Plc, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the audited accounts of the Company.

11.

To re-appoint Deloitte LLP as the Company's

auditors to hold office until the conclusion of the

next general meeting of the Company at which

accounts are laid.

2.

To approve the Directors' Remuneration Report.

12.

To authorise the Directors to agree the auditors'

remuneration.

3.

To receive and approve the Directors'

13.

To authorise the Company to make donations to

Remuneration Policy which will take effect at the

political parties, organisations and incur political

conclusion of the meeting.

expenditure.

4.

To re-elect Julian Dunkerton as a Director of the

14.

To authorise the Directors to allot shares.

Company.

Special Resolutions

5.

To re-elect Faisal Galaria as a Director of the

15.

To authorise the Directors to allot shares for cash

Company.

and to disapply pre-emption rights up to a nominal

value of £205,069.

6.

To re-elect Nick Gresham as a Director of the

16.

To authorise the Directors to allot shares for cash

Company.

and to disapply pre-emption rights up to an

additional nominal value of £205,069.

7.

To re-elect Georgina Harvey as a Director of the

17.

To authorise the Company to make market

Company.

purchases of its own shares.

8.

To re-elect Alastair Miller as a Director of the

18.

That a general meeting (other than an AGM) may

Company.

be called on not less than 14 clear days' notice.

Ordinary Resolution

9.

To re-elect Helen Weir as a Director of the

19.

That the Long Term Incentive Plan, known as the

Company.

Superdry Performance Share Plan, is extended for

a further 10 years.

10. To re-elect Peter Williams as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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