Superdry Regulatory News (SDRY)

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SuperdryPlc

("Superdry" or "the Company")

11 March 2019

NOTICE OF GENERAL MEETING

THE BOARD OF SUPERDRY UNANIMOUSLY RECOMMENDS SHAREHOLDERS VOTE AGAINST BOTH RESOLUTIONS PROPOSING THE APPOINTMENTS OF JULIAN DUNKERTON AND PETER WILLIAMS AS DIRECTORS

On 1 March 2019, Superdry received a request (the 'Request') from Julian Dunkerton ('Mr Dunkerton') and James Holder ('Mr Holder') (through their nominees HSBC Global Custody Nominee (UK) Limited and Diagonal Nominees Limited) under section 303 of the Companies Act 2006 (the 'Act') that the Company convene a general meeting to consider resolutions to elect Mr Dunkerton and Peter Williams ('Mr Williams') as directors of the Company (the 'Resolutions').

The Company confirms that it has posted to shareholders a circular ('Circular') containing a notice of general meeting to be held on Tuesday, 2 April 2019, a copy of which is available for download from the Company's website at https://corporate.superdry.com/investors.

In compliance with Listing Rule 9.6.1, the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at morningstar.co.uk/uk/nsm.

Further details on the Board's rationale for unanimously recommending that all shareholders VOTE AGAINST BOTH RESOLUTIONS can be found in the Circular and are summarised below:

Wholehearted commitment to delivery of current strategy: The Board and management team are wholeheartedly and unanimously committed to the continuing delivery of the Global Digital Brand strategy (which has already yielded significant operational and strategic progress) as well as the intensified transformation programme announced in December 2018.

Mr Dunkerton had prime responsibility for the Autumn/Winter 2018 range: Mr Dunkerton, as the Company's Brand and Product Director (the role he wants to return to), had prime executive responsibility for the design direction, range selection and range build of the Autumn/Winter 2018 range, which contributed to the Company's underperformance in FY19, and which was representative of underlying issues in the approach to product and innovation. Mr Dunkerton has failed to accept any responsibility for the Autumn/Winter 2018 range, even going as far as to claim that he had no involvement despite extensive and detailed evidence to the contrary.

Mr Dunkerton's return would have damaging business impacts: The Board unanimously believes that Mr Dunkerton's return to the Company, in any capacity, would be extremely damaging to the Company and its prospects. Specifically, that it would: (i) lead to a strategy that would fail; (ii) result in a return to a narrow and concentrated range mix, high option count, and low rate of sale model with a disregard for consumer and data insight; (iii) be divisive and distract from the delivery of the Global Digital Brand strategy; (iv) reintroduce a leadership style that does not fit within the open-minded collaborative culture, values and operation of the Company; (v) lead to dysfunctional relationships with the Board and management; and (vi) damage morale across the business and cause departures of key personnel, including from within the Board.

Strong institutional shareholder support for current strategy and management and no support for Mr Dunkerton's return: Institutional shareholders have voiced strong support for current strategy and management team; none of them has indicated to the Board any support for Mr Dunkerton's return to the Company.

Lack of transparency with shareholders: The Resolutions are not full and transparent in their disclosures. In particular: (i) Mr Dunkerton is nominated as a non-executive director (requiring approval of over 50% of the total voting rights of shareholders who are entitled to vote and do so) when he has confirmed to the Board he wants an executive role responsible for product, brand and marketing (which would have required approval of at least 75% of the total voting rights of shareholders who are entitled to vote and do so); (ii) Mr Williams is nominated as an independent non-executive director where it is clear, to the Board, that Mr Williams is being nominated to represent the interests of Mr Dunkerton and Mr Holder and is not independent and does not represent the interests of all shareholders equally; and (iii) the proposed appointment of Mr Williams as a director of the Company has been conducted in a manner which circumvents good corporate governance and the established policies and procedures of the Company.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.