ASOS Regulatory News (ASC)

16 March 2010

ASOS plc (the "Company")

Management Incentive Plan

The Company's 2009 Annual Report stated that the Company would establish a new management incentive plan ("the Plan"). The Company is pleased to announce that the implementation of the Plan has now been finalised and the necessary approvals needed from HMRC have been received.

Under the terms of the Plan as implemented, new, subordinated, shares will be issued in a subsidiary company, ASOS.com Limited ("the Subsidiary") and these new shares will be subscribed for by the members of the plan. Shareholders should note that, the commercial substance of this structure, as set out below, will remain the same as presented in the Company's 2009 annual report.

The members of the Plan (namely N Robertson, R Bready, N Beighton, J Kamaluddin ("the Executive Directors") and certain other senior employees of the Company) have now been invited to invest their own money to participate in the Plan and will subscribe for such shares in the Subsidiary. At the end of the three year performance period on 31 March 2012 ("Performance Period"), the subordinated ordinary shares will be exchanged for shares in the Company in a ratio to be determined at that point in time and the exchange will take place in two equal tranches, on 30 September 2012 and 30 September 2013.

The ratio of shares in the Company which may be exchanged for shares in the Subsidiary cannot be determined at this point in time as that number will depend on performance under the plan against interdependent growth in earnings per share ("EPS") and total shareholder return ("TSR") targets and will be subject to a maximum. As a result of this cap, the maximum dilution to existing shareholders will be limited to 5.8 per cent., based on an issued share capital of 74,740,241 ordinary shares as at 29 January 2010.

Under the EPS performance target, the threshold performance level will not be met unless the compound rate of growth in fully diluted earnings per share (before goodwill amortisation and exceptional items) equals 24 per cent per annum over the three years ending 31 March 2012. The maximum performance level will only be met if the compound rate of growth in fully diluted earnings per share (before goodwill amortisation and exceptional items) equals or exceeds 30 per cent. per annum over the same time period. There is also a super-maximum performance level, in which only the Executive Directors will participate. This level will only be met if the compound rate of growth in fully diluted earnings per share (before goodwill amortisation and exceptional items) equals or exceeds 42 per cent. per annum over the same time period.

The TSR Condition requires the comparison of the TSR on an investment in ASOS with the TSR on a notional investment in all of the companies in the FTSE All Share General Retailers Index (the "Index") during the Performance Period, as constituted at the commencement of the Performance Period. Threshold performance will require that the ASOS TSR is in the fifth decile relative to the Index. If Threshold Performance is met, 50 per cent. of the award under the EPS Condition will vest. Maximum performance will require that the ASOS TSR is in the top of first decile relative to the Index. If maximum performance is met, 100 per cent. of the award under the EPS Condition will vest. Awards will vest on a straight line basis between the fifth decile and first decile. If the ASOS TSR is below the fifth decile relative to the Index, no award will vest, irrespective of performance against the EPS targets. The Remuneration Committee must also be satisfied that there has been an improvement in the underlying financial performance of ASOS in determining the level of vesting in respect of both the EPS Condition and the TSR Condition.

As the performance period for the Plan commenced on 1 April 2009, members of the Plan have not been granted an award of shares under the Company's Performance Share Plan ("PSP") in this financial year and will not receive an award under the PSP in any other year in which they are participating in the Plan.

For further information:

ASOS plc

Nick Robertson, Chief Executive Tel: 0207 756 1000

Nick Beighton, Finance Director

College Hill

Matthew Smallwood / Justine Warren /

Jamie Ramsay Tel: 020 7457 2020

J.P. Morgan Cazenove

Luke Bordewich / Gina Gibson Tel: 020 7588 2828

Numis Securities

Alex Ham / Mark Lander Tel: 020 7260 1000