Investor Presentaiton

BOOHOO GROUP PLC Stakeholders ANNUAL REPORT AND ACCOUNTS 2021 // GOVERNANCE What they care about Working environment Culture Learning and development Pay and benefits Wellbeing Payment Transparency Human rights Material sourcing Future business growth Product quality, design and safety Affordable On-trend fashion Sustainability Customer service Sustainability Climate change Charity Support . How the board engaged during the year . . . Engaged with external experts to run wellbeing and diversity and inclusion workshops. Created a new internal engagement strategy and an employee-led diversity and inclusion steering group Launched a new internal intranet site called boohooforyou and employee Instagram page Enforced industry-leading payment terms to ensure suppliers' cash flow is robust Hosted a virtual conference for all UK manufacturing suppliers, sharing strategies and information on ethical and product compliance, sourcing, sustainability, Thurmaston Lane and the Agenda for Change. Reviewed monthly reports on customer brand perceptions, including quality, value, trends, and CSR measures, including sustainability. Proactively communicated to around 2 million customers throughout the year about delays relating to weather, COVID-19 or carrier failures. . . Introduced regular global town hall meetings for the board and other senior management to engage with employees about key issues Engaged employees in developing our sustainability strategy Visited suppliers whenever practical (COVID-19 safety protocols adhered to) Interaction with customers on WhatsApp and social media channels Engaged experts in developing our sustainability strategy Engaged experts, customers and employees in developing our sustainability strategy EMPLOYEES SUPPLIERS CUSTOMERS COMMUNITY & ENVIRONMENT GARMENT SHAREHOLDERS WORKERS AND NGOS GOVERNMENT SECTION 172 STATEMENT: BOARD ENGAGEMENT WITH STAKEHOLDERS "A fresh and proactive approach to stakeholder engagement to create mutually positive opportunities and outcomes." AN AGENDA FOR CHANGE The significant and clearly unacceptable supply chain issues identified in Leicester have had a marked impact on all our stakeholders. The board recognises that a fresh and proactive approach to stakeholder engagement is required to create mutually positive opportunities and outcomes for all our stakeholders, and to promote long- term sustainability and success. How we have responded to protect the garment workers, suppliers, our business and manage the expectations of all our stakeholders is set out in full on pages 20 to 23. THE BOARD'S APPROACH The board has voluntarily chosen to follow the section 172 guidance from UK law, although this is not required under Jersey regulations. The board recognises the importance of maintaining strong relationships with our stakeholders in order to create sustainable long- term value, and encourages active dialogue and transparency with all its stakeholder groups. Speaking with those we work with, deliver products for and who invest their money, , is essential to running a successful business. We take time to engage with, and listen to, the views of our stakeholders in order to shape our decision-making and to continue improving the way we do things. The board exercises skill and judgement in good faith, having regard to the likely consequences of their decisions, to promote actions that lead to the long- term success of the group. When developing strategy, the board has regard to financial considerations as well as the need to engage with a wide range of stakeholders. The board ensures that these relationships are managed effectively and that there is sufficient visibility of stakeholder engagement activities in the boardroom to inform decision-making and delivery of strategy. Board materials and discussions therefore seek to appropriately consider the impact and views of key stakeholder groups swhilst always ensuring the need to promote the success of the group for the benefit of its members as a whole. You can read more about board decision-making on pages 52 to 59. As well as acknowledging a responsibility towards society and the environment, the board recognises that effective engagement with key stakeholders is a key component of long-term sustainability and success. The board considers that the interests of the group and its shareholders are aligned in seeking sustainable value creation over the longer term through the group's operations. Consideration of the impact that the group and its operations has on all stakeholders is central to the culture and values of boohoo - more information about our values and culture can be found on page 9. HIGH STANDARDS OF BUSINESS CONDUCT The way we work and boohoo's expectations for conduct and behaviour are set out in our group policies. These policies cover areas such as environmental protection, animal welfare, employee and supplier conduct and human rights and are available on our website. The board recognises the importance of corporate governance and a description of how the group has adopted the QCA Corporate Governance Code 2018 can be found on pages 54 to 57. ACTING FAIRLY BETWEEN DIFFERENT STAKEHOLDERS OF THE GROUP As a board of directors, we recognise our shareholders as an important stakeholder group and treat them fairly and equally, so they too may benefit from the growth of the business and the value we create. Here we have mapped out our six key stakeholder the material issues groups, that they have raised throughout the year and how the board has responded. 64 Working conditions Safety Communication Living wage Transparency Open communication ESG management Financial performance Compliance with laws and workers' rights Established a cross-functional steering group to lead the creation of the group's new sustainability strategy Actively contributed to Waste Resources Action Programme's Textiles 2030 initiative, the sustainable apparel coalition and the microfibre consortium Gave evidence to the BEIS committee session on sourcing from the Xinjiang Province of China and the Environmental Audit Committee session on fashion Established the Garment and Textile Workers' Trust with the aim of delivering a package of services for garment workers in the city. This will include community initiatives, such as outreach workers and educational opportunities, such as scholarships. Investor roadshows in May and September following annual and half-year results Attended virtual investor conferences through a series of one-to-one and group meetings ⚫ Extensive shareholder engagement as part of the Independent Review of the group's supply chain Reviewed value creation opportunities for the group through: a fund- raise in May 2020, acquisitions of the Oasis and Warehouse brands as well as selected brands from the Arcadia Group, and strategic purchase of Debenhams Volunteered to appear in front of three House of Commons select committees in 2020 to illustrate the approach that the group is taking on particular issues Proactively engaged with government, local government, NGOs, charities and local stakeholders, sharing regular updates on Agenda for Change. . . . . Engaged with key campaigns such as the changing markets campaign on responsible viscose sourcing Considered value-creation potential for shareholders through an early purchase of the remaining 34% minority interest in PrettyLittleThing.com Limited Conducted non-executive director roadshows on governance- related matters, directly engaging with approximately 40% of independent shareholders with shareholder representative group, Extensive engagement the Investor Forum Hosted consultation workshops for local stakeholders Engaged with broad range of government stakeholders and APPG on Textiles to provide an update on our sustainability strategy One-to-one meetings between CEO and local MPs, Mayor of Manchester and NGO leaders 65 On behalf of the board John Lyttle 4 May 2021 Neil Catto