Frasers Group Regulatory News (FRAS)

25 February 2022

FRASERS GROUP PLC

("Frasers" or the "Company")

Acquisition of Studio Retail

Further to Frasers RNS today, 25 February 2022, announcing the acquisition of certain trade and assets of the Studio Retail Group ("SRG"), Frasers wishes to set out some key concerns regarding the demise of SRG as a listed business.

Frasers will always act when it considers it necessary to protect shareholder value such as in the past with the failure of Debenhams plc.

Frasers wishes to be absolutely clear that it has long advocated that SRG was in need of a strategic review to maximise/protect shareholder value. Frasers wrote to SRG conveying such a view in Autumn 2020. Although Frasers tried to remain a supportive shareholder it indicated to SRG management a number of concerns around areas such as accounting estimates and judgements and whether management were taking a sufficiently conservative view. This led to Frasers voting against the Chief Financial Officer's re-election in 2019 (albeit he was re-elected with a vote of 58.06% in favour).

SRG is another example of a business which has buried its head in the sand whilst the world around it changed. Furthermore, it is clear that the fundamentals of its business were, at best inadequately scrutinised by its board and/or advisors to the business, or at worst, deliberately concealed as the business entered its death spiral.

In the opinion of Frasers the public statements issued by SRG to the effect that a loan of £25m would have been sufficient to preserve the group as a going concern will prove to be a gross underestimation of the scale of the issues facing the business.

Frasers is of the view that a UK corporate governance regime that countenances sudden and unaccountable failure of businesses, viable one week, and irredeemably broken the next, entirely without sanction or censure of those involved, is clearly unfit for purpose and in need of urgent reform.

In the opinion of Frasers, if the regulation of business is to have any purpose at all it should be in ensuring that businesses and jobs do not simply disappear overnight, damaging lives, eroding shareholder value, and tarnishing the reputation of the UK business system as a whole.

Frasers does not see the failures of listed public companies such as Debenhams, Goals and SRG as isolated incidents but rather as manifestations of systematic governance failures and a lack of corporate and individual accountability.

Frasers believes that it should be an urgent priority of government to increase the meaningful regulation of UK business, including by fully investigating the collapse of ALL listed businesses, and imposing fines and/or criminal penalties on any individuals found to have been complicit in or responsible for any wrongdoing which contributed to their failure.

Frasers also believes that increased enforcement powers are not of themselves enough and that sufficient resource needs to be made available to the Financial Reporting Council/Audit Reporting and Governance Authority, and Financial Conduct Authority amongst others to properly police the regime and act decisively as a deterrent to others.

Ends.