ASOS Regulatory News (ASC)

ASOS Plc

("ASOS" or the "Company")

Director/PDMR Shareholding

On 30 April 2013 the Company announced the implementation of the ASOS Long Term Incentive Plan (the "ALTIP").

On 1 May 2013, the Company granted awards under the ALTIP to certain Executive Directors of ASOS, as detailed below, as well as other senior managers (the "Awards"). As explained in the announcement detailing the ALTIP, the base value of each participant's award is calculated as a multiple of salary (as at 1 September 2012, or on joining, if later) and each award is subject to the satisfaction of the relevant performance conditions set by the remuneration committee covering the period from 1 September 2012 to 31 August 2015.  There is also a maximum benefit restriction imposed on each participant.

The final number of ordinary shares with a nominal value of 3.5 pence each in ASOS Plc ("Ordinary Shares") required to satisfy these awards will depend upon both the extent to which the performance conditions are met, as well as the Company's share price as at the end of October 2016. However, the Company expects the maximum dilution to existing shareholders from these Awards to be approximately 1.3 million Ordinary Shares (or c.1.5% of issued share capital of the Company as at 31 March 2013) and, for indicative purposes only, as at the closing share price of the Company's shares on 30 April 2013, these awards would approximate to rights for the participants to be issued the following number of Ordinary Shares, were the performance conditions to be met in full:

All of the Executive Directors and all other senior managers participating in the scheme have chosen to make an investment equivalent to the tax fair value of the full amount of their awards. This amounts to a total investment of £6.463m.

Subject to the satisfaction of the relevant performance conditions, the awards under the ALTIP will vest and/or be released to participants in two tranches: Option Scheme awards will vest and/or be released on 31 October 2015 up to a maximum value of 50% of a participant's total award; and the investment, together with any remaining Option Scheme award, on 31 October 2016. The Company will issue Ordinary Shares to satisfy the above awards, and a further announcement will be made at the appropriate time.

1 May 2013

For further information: