boohoo group plc

(“boohoo” or “the Group”)

Posting of the Annual Report and Accounts and AGM Notice

boohoo (AIM: BOO), a leading online fashion group, is pleased to confirm that its Annual Report and Accounts for the year ended 29 February 2020, and its Notice of Annual General Meeting and Proxy Card have now been posted to shareholders and a copy of both can be found on the Company’s website (www.boohooplc.com)

The Company’s Annual General Meeting for the year ended 29 February 2020 will be held at 49 – 51 Dale Street, Manchester, M1 2HF on Friday, 19 June 2020 at 14:00.

Attendance and impact of COVID-19

The Directors are continuously monitoring the UK government advice relating to COVID-19 and compulsory social distancing measures (“Social Distancing Measures”). Given current guidance and general uncertainty as to what additional or alternative measures may be in place at the time of the AGM, it is intended that the AGM will take place in a different format to previous years.

The Directors propose that the AGM will be attended by two Directors (each of whom holds shares) in person only (adhering to Social Distancing Measures). Shareholders who travel to the meeting will not be admitted and are therefore advised not to travel to the AGM.

The Directors also request that Shareholders vote in advance of the AGM either electronically, via CREST or by completing and returning the enclosed form of proxy as soon as possible and in any event not later than 14:00 on 17 June 2020. The resolutions set out in the Notice of Meeting will be voted on by way of a poll. All valid proxy votes (whether submitted electronically or in hard copy form) will be included in the poll to be taken at the meeting.

Notwithstanding the Social Distancing Measures, the Directors recognise the importance of the AGM as an opportunity for Shareholders to communicate to the Directors and accordingly, Shareholders will be able to use a dial-in facility to enable them to listen to the AGM proceedings. Shareholders attending the meeting via this facility will not be counted in the quorum for the meeting and accordingly will not be able to vote at the meeting.

The Directors are currently looking to put in place facilities to enable questions to be taken from Shareholders listening remotely after the conclusion of the business of the AGM. It is intended that further details of this facility will be published on the Company’s website (www.boohooplc.com) in due course.

In addition, Shareholders are encouraged to submit questions, no later than 7 days prior to the AGM, via email to the Company Secretary at [email protected]. The Company will endeavour to publish these questions and the Company’s responses on the Company’s website, www.boohooplc.com, as soon as practicable after the AGM.

Correction to Final Results announcement and Annual Report and Accounts

Within the group’s Annual Report and Accounts and within the Final results announcement on 22 April 2020, the word “policy” contained in the heading to note 1, Accounting Policies should not have been included and the heading should read “Change of accounting, non-controlling interest – restatement of 2019 financial statements“. As that note describes, an error was identified in the accounting treatment used in prior years which has now been corrected and the prior year restated. The Group confirms that the accounting treatment set out within this paragraph is compliant with IFRS accounting standards.

Definition of Free cash flow

Free cash flow is disclosed within page 9 of the Group’s most recent annual results published on 22 April 2020, and contains clear definitions, alongside a full reconciliation down to net cash flow for the financial year, including items such as tax paid and dividends paid to minority shareholders.

The Group considers that its free cash flow measure has been used on a consistent and transparent basis over its reporting periods, and aids the reader’s understanding of the underlying cash flow of the business before any impact of financial structure or taxation regimes.  The Group recognises that Free Cash Flow is not defined by IFRS, and will review this for future reports.

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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. Since 2006, 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. In March 2019 the group acquired the MissPap brand and in August 2019, the Karen Millen and Coast brands, all complementary to the group’s scalable multi-brand platform. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. These investment propositions have helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 40-year-olds around the world. As at 29 February 2020, the boohoo group had around 14 million active customers across all its brands around the world.