Boohoo Regulatory News (BOO)

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached:

BOOHOO GROUP PLC

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Details of person subject to the notification obligation

Name

Morgan Stanley

City and country of registered office (if applicable)

Wilmington, Delaware, USA

4. Full name of shareholder(s) (if different from 3.)

Name

Morgan Stanley & Co. International plc

City and country of registered office (if applicable)

London, UNITED KINGDOM.

5. Date on which the threshold was crossed or reached:

21/12/2020

6. Date on which issuer notified (DD/MM/YYYY):

23/12/2020

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuer

Resulting situation on the date on which threshold was crossed or reached

5.87%

1.07%

6.94%

1,261,276,479

Position of previous notification (if

applicable)

5.42%

0.95%

6.37%

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rights

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

JE00BG6L7297

74,060,535

5.87%

SUBTOTAL 8. A

74,060,535

5.87%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expirationdate

Exercise/Conversion Period

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

Right of recall over securities lending agreements

at any time

at any time

5,018,569

0.40%

SUBTOTAL 8. B 1

5,018,569

0.40%

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expirationdate

Exercise/Conversion Period 

Physical or cash

settlement

Number of voting rights

% of voting rights

Equity Swap

26/07/2021

at any time

Cash

1,145,343

0.09%

Equity Swap

16/09/2021

at any time

Cash

400,000

0.03%

Equity Swap

13/12/2021

at any time

Cash

6,924,513

0.55%

SUBTOTAL 8.B.2

8,469,856

0.67%

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer

Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary)

X

Name

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

Morgan Stanley

Morgan Stanley Capital Management, LLC

Morgan Stanley Domestic Holdings, Inc.

Morgan Stanley Capital Services LLC

Morgan Stanley

Morgan Stanley Capital Management, LLC

Morgan Stanley Domestic Holdings, Inc.

Morgan Stanley & Co. LLC

Morgan Stanley

Morgan Stanley International Holdings Inc.

Morgan Stanley International Limited

Morgan Stanley Investments (UK)

Morgan Stanley & Co. International plc

5.30%

6.17%

Morgan Stanley

Morgan Stanley International Holdings Inc.

Morgan Stanley Asia Holdings Limited

Morgan Stanley (Hong Kong) Holdings Limited

Morgan Stanley Hong Kong 1238 Limited

Morgan Stanley Asia Limited

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional information

Of the total voting rights attached to shares in Section 8A, 47,760,226 (3.79%) of these are the result of stock borrowing agreements.

This notification is submitted in accordance with the disclosure obligations stipulated in the articles of association of the company.

This notification was triggered as a result of Morgan Stanley & Co. International plc crossing a threshold (% of voting rights).

Place of completion

Glasgow

Date of completion

23/12/2020