Frasers Group Regulatory News (FRAS)

19 October 2022

FRASERS GROUP PLC

("Frasers Group" or the "Group")

Director/PDMR Shareholding

On 19 October 2022 the Board confirmed the grant of a conditional share option ("Award") over ordinary shares of 10p each in Frasers Group ("Shares") to Michael Murray under the Frasers Executive Share Scheme ("Scheme"), as follows:

The Scheme was approved at the 2021 AGM, and for reference would have been approved if the votes cast by Mr Mike Ashley, or his holding companies, had not been included in the quorum or vote.

The terms of the Award are consistent with those described on page 100 of the 2022 Annual Report. In particular, the Award will be subject to continued service and two performance conditions, being:

- a share price target of £15; and

- an adjusted profit before tax target of £500m.  

The inclusion of the adjusted profit before tax target was approved by Frasers Group shareholders at the 2022 AGM.

The target share price required for vesting is £5 above the target of £10 for the employee Fearless 1000 plan that was launched in 2020 and will therefore reward sustained performance over the long-term. The profit target would require a 47% increase on the adjusted profit before tax recently achieved for FY22 (which was itself a record for Frasers Group).

Although the share price target of £15 is considered by the remuneration committee to be a significant and suitably stretching target, the addition of the adjusted profit before tax target of £500m further aligns with shareholders' interests by providing an additional robust performance condition.

In addition to the share price and profit performance measures, the Award is also subject to two further requirements: (i) satisfactory performance ratings for the participant; and (ii) anticipated delivery of our elevation strategy. The purpose of these additional requirements is to ensure that a minimum level of performance is achieved before an Award may vest (in addition to achievement of the share price and profit performance targets).

The terms of the Award also include a Remuneration Committee power to deduct the equivalent value of the gross salary Michael Murray has earned during the vesting period from the value of the Award. Further details, including a summary of the principal terms of the Scheme, are set out in the notice to the 2021 AGM.

As noted in the "Executive Share Scheme and CEO Salary" RNS of 26 September 2022, in line with the focus on achieving the above share price and adjusted profit before tax targets, and to align with shareholders' interests, Michael Murray has decided to waive his £1m base salary for the financial year to 30 April 2023.

In addition, on 19 October 2022, the award made under the Scheme to Chris Wootton (CFO), Sean Nevitt (CCO), and David Almudallal (COO) was amended to extend the original £12 share price target of his award to £15 and to introduce the profit target described above. The number of Shares subject to these awards is unchanged at 600,000 Shares.

The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018).