Ao World Regulatory News (AO.)

25th August 2022

AO World plc

Publication of Annual Report and Accounts and Notice of Annual General Meeting

Following the release on 18 August 2022 of its Final Results for the year ended 31 March 2022, AO World plc (the "Company") announces that is has today published its 2022 Annual Report and Accounts. The Company also announces that its Annual General Meeting will be held at 8.00am on 28 September 2022 at the Company's head office, 5A The Parklands, Lostock, Bolton, BL6 4SD.

In accordance with Listing Rule 9.6.1 of the UK Financial Conduct Authority (FCA) a copy of the Annual Report and Accounts and the Notice of AGM have been submitted to the National Storage Mechanism and will shortly be available for viewing here.

Copies of the Annual Report and Notice of Annual General Meeting will also be shortly available to view on the Company's corporate website at www.ao-world.com/investor-centre/reports-and-presentations.

Value Creation Plan Restructure

Today AO is also announcing a proposal to restructure its all-employee Value Creation Plan ("VCP").

Over recent months, the Board and the Remuneration Committee have spent substantial time considering the current VCP, its terms and the rationale for amending the current terms to achieve the objectives for introducing such a plan. The VCP was introduced to incentivise and reward exceptional performance and retain and recruit talented people who can collectively deliver exceptional performance, driving exceptional value creation for shareholders.

Given the very challenging economic conditions and the impact of the cost of living increases that we are currently suffering, the current scheme is, at present, significantly underwater. As a result and after discussion, AO is proposing to restructure the terms of the VCP to providing the appropriate targets to motivate the team and drive exceptional performance

Since the introduction of the VCP, AO has undertaken a strategic realignment. Following the closure of its German operations, the business is now focussed on generating profitable growth in its UK markets together with improved cash generation. This Directors believe this revised strategy will deliver significant value to shareholders in the medium to long term; the Company believes the revised VCP scheme will galvanise its people in delivering the exceptional performance that will generate that value. 

Having consulted with its major shareholders comprising nearly 70% of issued shares, all of whom have indicated their support, AO will be putting forward a new VCP for shareholder approval at the 2022 AGM that will replace the current VCP. We have retained many features of the original VCP - with a maximum plan value of £300m - only achievable at a £6bn market cap (as before). However, in order to fully incentivise and reward employees from the current share price, we are proposing the plan will begin funding at a share price of £1. In recognition of the reduced threshold target, the funding rate of the scheme has been reduced significantly from 10% of value created above the threshold to 5.5%. In each case, 30% of the plan value will be allocated in total to the two current Executive Directors and the COO (10% each), capped, should the share price reach £7.32, at a total payout of £20m for each. The remaining 70% will be allocated to all current and future employees to make this the most inclusive value creation scheme in the FTSE today. The plan would be capped on achievement of a £10.43 share price, equivalent to a £6bn market cap. Accordingly, this revised VCP remains a very ambitious plan rewarding truly exceptional performance, designed with safeguards (such as phased vesting, a capped opportunity for the Directors, and enhanced Remco discretion) to underpin sustainable value creation for all shareholders

In addition, AO's Founder and Chief Executive Officer, John Roberts has committed to donate 100% of any VCP reward he receives to help disadvantaged young people in the UK.

Enquiries:

AO World plc

Tel: +44(0)1204 672400

Email cosec@ao.com

About AO

AO World plc, headquartered in Bolton and listed on the London Stock Exchange, is a leading online electricals retailer in the UK. Our strategy is to create value by offering our customers brilliant customer service and making AO the destination for everything they need, in the simplest and easiest way, when buying electricals. We offer major and small domestic appliances and a growing range of mobile phones, AV, consumer electricals and laptops.

We deliver for our customers via our in-house logistics business and carefully selected third parties. We also provide ancillary services such as the installation of new products and recycling of old products as well as offering product protection plans and customer finance. AO Business serves the B2B market in the UK, providing electricals and installation services at scale. AO also has a majority equity stake in AO Recycling, a WEEE processing facility, allowing AO to ensure its customers' electronic waste is dealt with responsibly.