Boohoo Regulatory News (BOO)

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

boohoo group plc

("boohoo" or the "Company" and together with its subsidiaries the "Group" or "the boohoo group")

Appointment of CEO and Board Re-alignment

Positioning for next phase of growth

The Board of boohoo group plc is delighted to announce the appointment of John Lyttle as Chief Executive with effect from 15 March 2019.

John is currently the Chief Operating Officer of Primark Stores Limited, a division of Associated British Foods and one of Europe's fastest growing and most profitable retail businesses. During his eight-year tenure at Primark turnover has grown by 158% to over £7bn and operating profit has grown by 116% to £735m (to the year ended 16 September 2017). John's earlier career involved senior roles at Matalan and the Arcadia Group.

John's appointment is a key constituent of the Group's positioning for its next stage of growth and will be accompanied by a number of changes to the existing main Board roles, all of which are designed to support the journey of the Group through its further international expansion.

Mahmud Kamani, currently Joint Chief Executive, will become Group Executive Chairman of the Company with effect from 15 March 2019. Mahmud's focus and responsibilities will evolve more towards the long-term strategic direction for the boohoo group and away from the day to day running of the business.

Carol Kane, currently Joint Chief Executive, will remain on the main Board in an executive role and will assume the title of Group Co-Founder and Executive Director with effect from 15 March 2019. Carol will continue to lead the vision for the Group's creativity and multi- brand strategy focussed around the positioning of the boohoo group's brands (boohoo, boohooman, PrettyLittleThing and Nasty Gal) and overseeing the development of the product proposition.

Peter Williams, who as non-executive Chairman has successfully overseen the Company's transition from an unquoted company to one of the leading companies on AIM over an important period in the Group's development will be stepping down from his role with effect from 15 March 2019.

The Board intends to recruit a further independent non-executive Director and will commence a search process for this role imminently. A further announcement will be made on appointment of the successful candidate.

Mahmud Kamani and Carol Kane, Joint Chief Executives of boohoo group, said:

"We are thrilled to have secured a candidate of John's calibre as our CEO. We have got to know John over a number of years and are convinced he has the necessary skills to complement what we already have and take the Group on to its next stage of growth. Both of us remain totally committed to the business and will ensure a measured and careful handover.

This is a hugely exciting time for the Group as the fast fashion market continues to shift online and more and more customers across the globe are joining as customers of our brands. The Group has experienced exceptional growth over the past few years, with turnover increasing 24 fold from £24.5m in 2011 to £579.8m for the year ended 28 February 2018 and we believe John is ideally placed to guide the Group through the next stage of its growth; whilst he was COO at Primark, turnover increased from £2.7bn in 2010 to £7.1bn in 2017. Our next priority for boohoo is to ensure we have world class infrastructure and technology in place and we believe John is the right person to lead that journey.

We would like to take this opportunity to thank Peter Williams for his great contribution to the Group during his time as Chairman. His wise counsel and years of retail experience have been invaluable during this period."

John Lyttle, CEO-designate of boohoo group said:

"I have known Mahmud and Carol for a number of years and have watched the growth of the boohoo group with admiration. I am hugely excited to be joining the Group at this key stage of its growth and capitalising on what is a global opportunity"

Peter Williams, non-executive Chairman said:

"Like Mahmud and Carol, I am delighted to have secured the services of such an experienced international retailer as John Lyttle. The boohoo group is at a key moment in its development and combining John's skills with those of Mahmud and Carol will enable a step change into a new era for the Group. I have very much enjoyed working with Mahmud and Carol and wish everyone at the Company every success for the future."

Remuneration

John Lyttle's remuneration package will be heavily related to creating premium growth in shareholder value over the next five years:

· Annual salary of £615,000

· Annual Bonus of up to 150% of annual salary

· Pension of 5% of annual salary

· Growth Share Plan ("the Plan") to be implemented relates to the compound annual growth rate ("CAGR") in market capitalisation over the five year period starting on the date John joins as CEO. The starting market capitalisation will be based on the closing share price on the date of this announcement. CAGR of less than 10% yields nil value. The Plan is capped at £50m of gross value before tax at the end of the performance period in the event of achieving CAGR of at least 23%. For example, if the starting market capitalisation was £2bn it would have to increase by at least 60% or £1.2bn to £3.2bn to create any value at all for the CEO-designate. To achieve the maximum £50m (before tax) the market capitalisation would have to increase by £3.6bn or by 180% to £5.6bn. Such an outcome would mean the £50m represented approximately 1.4% of the increase in the market capitalisation. Provisions have been made to make the adjustments for increases in market capitalisation arising from corporate events such as issuing shares for acquisitions so that the benefits derived from the Plan only arise from organic growth.

The following additional information is provided in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies. John William Lyttle (aged 51) holds or has held the following directorships or partnerships in the past five years:

About boohoo group plc

 "Leading the fashion eCommerce market"

Founded in Manchester in 2006, the group started life as boohoo.com, an inclusive and innovative brand targeting young, value-orientated customers. For over 10 years, 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. United by a shared customer value proposition, our brands design, source, market and sell great quality clothes, shoes and accessories at unbeatable prices. This investment proposition has helped us grow from a single brand, into a major multi-brand online retailer, leading the fashion eCommerce market for 16 to 30-year-olds around the world. Today the boohoo group sells to over 9.8 million customer accounts across all its brands in almost every country in the world.