Superdry Regulatory News (SDRY)

SuperGroup Plc

("SuperGroup" or the "Company")

18 August 2016

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMR") and persons closely associated with them ("PCA")

SuperGroup Performance Share Plan ("PSP"):

1. Vesting of 2013 Conditional Share Awards

On 15 August 2016, the conditional share awards granted over the ordinary shares of 5 pence each ("Ordinary Shares") in the capital of SuperGroup on 15 August 2013 under the SuperGroup 2013 PSP, partially vested in accordance with the PSP rules. The PDMRs named below received in satisfaction of the vesting of their respective awards under the 2013 PSP, and subsequently sold on the same day, the number of Ordinary Shares set out against their names in the table immediately below. In both cases, the proceeds of the shares sold were used to partially settle the income tax, national insurance liability and dealing charges incurred as a result of their awards vesting, with the remaining amount being settled via a payroll deduction. The balance of shares retained by the PDMRs is also set out in the table.

2. Grant of 2016 Conditional Share Awards

On 15 August 2016, the PDMRs named below were granted conditional share awards over Ordinary Shares under the terms of the SuperGroup 2016 Performance Share Plan ("PSP"). Details of the number of Ordinary Shares subject to such awards are set out in the table immediately below.

The above awards were notified to the Company by each PDMR referred to above on 16 August 2016.

No consideration was paid for the grant of these awards which are structured as conditional awards.

The vesting of an award is subject to the satisfaction of the following performance conditions, measured over a performance period of three financial years of the Company ending with the 2018/2019 financial year:

1. 70% of the award is based on the compound annual growth rate ("CAGR") in the Company's earnings per share ("EPS") measured over the performance period.

· 25% of the EPS-related part of the award will vest if the CAGR in the EPS is 8%, increasing on a straight-line basis to 50% vesting if the CAGR in the EPS is 10% and increasing on a straight-line basis to 100% vesting if the CAGR in the EPS is 12% or more.

2. 30% of the award is based on comparing the Company's total shareholder return ("TSR") measured over the performance period against the TSR over the performance period of each company in a bespoke group of companies selected from appropriate subsectors of the FTSE All Share Index ("Comparator Group").

· 25% of the TSR-related part of the award will vest if the Company's TSR is ranked at the median of the companies in the Comparator Group by reference to their TSR, increasing on a straight-line basis to 100% vesting if the Company's TSR is ranked at the upper quartile of the companies in the Comparator Group by reference to their TSR or higher than such upper quartile.

Performance against each target is assessed independently. The award will normally vest on the later of the third anniversary of grant and the determination of the performance conditions. The awards are subject to the rules of the Plan and in particular the malus and clawback provisions set out therein.

This announcement, including the notifications below, is made in accordance with the requirements of the EU Market Abuse Regulation.