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Investor Presentaiton

BOOHOO GROUP PLC DIRECTORS' REMUNERATION REPORT CONTINUED ANNUAL REPORT AND ACCOUNTS 2021 // GOVERNANCE LONG-TERM SHARE INCENTIVES Neil Catto holds options under the LTIP subject to the achievement of performance conditions as follows: No. of ordinary Name Option scheme Neil Catto Neil Catto Neil Catto Neil Catto 2016 LTIP shares under option 404,822 Exercise Date price pence of grant 1 30/06/16 2017 LTIP 120,546 1 13/06/17 2018 LTIP 128,744 1 28/06/18 30/06/19 to 30/06/26 13/06/20 to 13/06/27 28/06/21 to 28/06/28 Neil Catto 2019 LTIP 168,570 1 11/12/19 21/04/22 to 21/04/29 Neil Catto Neil Catto 2016 grant 2020 LTIP 164,865 1 03/11/20 03/11/23 to 03/11/30 Neil Catto Neil Catto John Lyttle John Lyttle Exercise period ALL-EMPLOYEE SHARE INCENTIVE PLAN ('SIP') The HMRC-approved all-employee Share Incentive Plan purchases shares and holds them in trust for the benefit of employees who remain with the company for three years. There are no performance criteria for the SIP shares. The directors hold the following options over shares under this scheme: Name Neil Catto No. of ordinary shares held in trust Purchase price pence Date of Maturity grant 6,000 50 14/03/14 date 14/03/17 3,571 28 19/06/15 19/06/18 938 213 27/09/18 27/09/21 884 226 23/08/19 23/08/22 974 370 19/02/21 19/02/24 884 226 23/08/19 23/08/22 974 370 19/02/21 19/02/24 SAVE AS YOU EARN SHARE SCHEME ('SAYE') The performance targets for the shares granted on 30/06/16 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2019. Minimum "threshold" and "stretch" targets were established by the Committee against these criteria. The EPS element vested on a straight-line basis between target intervals from 1.6p for a 25% vesting to 2.4p for 100% vesting. The actual vesting was 100%. The TSR element vested on a straight-line basis between target intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting. The actual vesting was 100%. The combined vesting was therefore 100%. 2017 grant The performance targets for the shares granted on 13/06/17 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2020. Minimum "threshold" and "stretch" targets were established by the Committee against these criteria. The EPS element vested on a straight-line basis between target intervals from 7.5p for a 25% vesting to 12p for 100% vesting. The actual vesting was 100%. The TSR element vested on a straight-line basis between target intervals from 50% growth in TSR for a 25% vesting to 125% growth in TSR for a 100% vesting. The actual vesting was 62%. The combined vesting was therefore 87.3%. 2018 grant The performance targets for the shares granted on 28/06/18 were based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to five days after publication of the FY2021 Annual Report and Accounts. Minimum "threshold" and "stretch" targets were established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 11.3p for a 20% vesting to 14.9p for 100% vesting. The actual vesting will be 100%. The TSR element vests on a straight-line basis between target intervals from 20.4% growth in TSR for a 25% vesting to 73.9% growth in TSR for a 100% vesting. 2019 grant The performance targets for the shares granted on 11/12/19 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2022. Minimum "threshold" and "stretch" s have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from targets 16p for a 20% vesting to 19p for 100% vesting. The TSR element vests on a straight-line basis between target intervals from 55.3% growth in TSR for a 25% vesting to 84.1% growth in TSR for a 100% vesting. 2020 grant The performance targets for the shares granted on 03/11/20 are based upon the achievement of two key criteria, Three-Year Aggregate Adjusted Earnings per Share (67%) and Total Shareholder Return (33%) over a three-year period to the end of FY2023. Minimum "threshold" and "stretch" targets have been established by the Committee against these criteria. The EPS element vests on a straight-line basis between target intervals from 28p for a 20% vesting to 33p for 100% vesting. The TSR element vests on a straight-line basis between target intervals from 50% growth in TSR for a 25% vesting to 75% growth in TSR for a 100% vesting. The award granted to Neil Catto on 03/11/20 had a face value of 150% of basic salary. The HMRC-approved all-employee Save As You Earn scheme allows employees to purchase shares at a 20% discount to market price at date of grant on the future option date. There are no performance criteria for the SAYE shares. The directors hold the following options over shares under this scheme: Name Neil Catto John Lyttle OTHER BENEFITS Estimated shares to be purchased at option date 8,297 8,297 Option price pence 216.9 216.9 Date of grant 30/10/19 30/10/19 Option date 30/10/22 30/10/22 In the prior year, and as previously disclosed, a one-off conditional award over 357,446 ordinary shares was made to John Lyttle in compensation for the loss of short and long-term incentive awards, which lapsed on leaving his previous employer, provided John stayed in his role as Chief Executive for a period of 12 months to 15 March 2020. The award vested in March 2020 and the value of £1.2 million was recognised in the single total figure table for the financial year ended 29 February 2020. PERFORMANCE GRAPH AND TABLE The graph below illustrates boohoo's total shareholder return since admission in March 2014 relative to two broad equity market indices, the FTSE AIM 100 index and the FTSE 250 index. TOTAL SHAREHOLDER RETURN Value (E) (Rebased) 800 700 600 500 400 300 200 100 0 13/03/14 28/02/15 29/02/16 28/02/17 28/02/18 Boohoo FTSE 250 28/02/19 29/02/20 28/02/21 - FTSE AIM 100 78 Source: Datastream (Thomson reutuers) 79
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