ASOS Regulatory News (ASC)

24 May 2012

ASOS plc ("ASOS" or the "Company")

Management Incentive Plan

As disclosed in the Company's 2010 and 2011 Annual Report and Accounts, with effect from 1 April 2009, the Company implemented during 2010 a three year Management Incentive Plan ("MIP"), the performance period for which ended on 31 March 2012.

The purpose of the plan was to incentivise and reward the management of ASOS for superior performance through the achievement of challenging growth targets and to align the interests of management with those of shareholders in the Company.

To this end, the MIP provided executive directors and certain senior employees of the Company the opportunity to demonstrate their commitment to and belief in the future plans for the Company by investing their own money to buy subordinated shares issued in a subsidiary company, ASOS.com Limited, to be exchanged in two equal tranches, on 30 September 2012 and 30 September 2013, into ASOS shares in a set ratio, subject to the Company's performance against the conditions of the plan.

During the term of the MIP, the management team of the Company has been extremely successful in generating real returns for shareholders. On 31 March 2012, ASOS's market capitalisation was £1.37bn, up from £218.5m on 31 March 2009, an increase of over 500%.

The MIP set interdependent growth in earnings per share ("EPS") and total shareholder return ("TSR") targets.

Under the EPS performance target, the maximum performance required an annual compound growth rate in EPS of 42% per annum over the period of the MIP. As at 31 March 2012, this target had been met.

The shareholder return (TSR) condition required the comparison of the TSR on an investment in the Company with the TSR on a notional investment in all of the companies in the FTSE All Share General Retailers Index (the "Index") during the life of the MIP. Maximum performance under the MIP required that the ASOS TSR be in the top of the top decile relative to the Index. Over the period, the ASOS TSR was 472.6%*, at the top of the top decile compared to the Index and the TSR condition was also therefore met in full.

On 23 May 2012, based upon the recommendation of the Remuneration Committee of the Company, the Company approved the exchange of subordinated ordinary shares in ASOS.com Limited, which are held by the participants as follows, to a total of 4,000,822 ordinary shares with a nominal value of 3.5 pence each in ASOS plc ("Ordinary Shares"):

Application will be made for the 4,000,822 Ordinary Shares to be admitted to trading on AIM. These new Ordinary Shares will rank pari passu with the existing Ordinary Shares of the Company and the new Ordinary Shares are expected to be admitted to trading on AIM on 31 May 2012. These new Ordinary Shares will remain subject to the applicable terms and conditions of the MIP, and participants will not be free to deal in those shares, until the respective release dates in September 2012 and September 2013.

* The Total Shareholder Return is calculated using the average closing share price from 1 March 2009 to 31 March 2009 and from 1 March 2012 to 31 March 2012

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