Investor Presentaiton

BOOHOO GROUP PLC DIRECTORS' REMUNERATION REPORT CONTINUED ANNUAL REPORT AND ACCOUNTS 2021 The table below sets out the total remuneration of the CEO over the period since admission, as disclosed in the Single Figure table in each year's Directors' Remuneration Report. Mahmud Kamani and Carol Kane served as Joint CEOs until John Lyttle's appointment in March 2019. DIRECTORS' INTERESTS IN SHARES The table below sets out the beneficial and non-beneficial interests in the number of ordinary shares as at the year end. // GOVERNANCE 2015 2016 2017 2018 2019 2020 2021 Mahmud Carol Mahmud Carol Kamani Kane Kamani Kane Mahmud Carol Mahmud Carol Mahmud Carol Kamani Kane Kamani Kane Kamani John John Kane Lyttle Lyttle Name of director Beneficially owned at 29 February 2020 Mahmud Kamani 152,679,880 Free share award under NED remuneration policy Total Shares acquired during the Shares disposed of during the Beneficially owned at year year 28 February 2021 Total Single Figure (£k) 217 235 379 390 396 410 893 914 Annual bonus payment 0% 0% 90% 90% 100% 100% 100% 100% 1,062 100% 1,072 2,702 1,578 Carol Kane 31,330,421 5,300,000 2,000,000 157,979,880 33,330,421 As a % of Outstanding share capital share options 12.55% Shares held under SIP SAYE options granted interests in shares at 28 February 2021 157,979,880 2.65% 100% 100% 100% John Lyttle Neil Catto 73,910 5,825 79,735 357,446 0.01% 1,005,038 1,858 12,367 33,330,421 8,297 367,601 8,297 1,105,437 (% of maximum) LTIP vesting level n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a (% of maximum)1 Pierre Cuilleret lain McDonald Shaun McCabe Brian Small 214,481 468,481 2,855 217,336 0.02% 217,336 46,770 2,855 2,855 5,711 150,000 621,336 0.05% 621,336 100,000 10,000 102,855 0.01% 102,855 62,481 0.01% 62,481 GROWTH SHARE PLAN 1. During their tenure as Joint CEOs, Mahmud Kamani and Carol Kane did not participate in long-term incentive arrangements. For John Lyttle, there were no long-term incentives which vested in respect of FY2020 or FY2021. This excludes the shares he received as compensation for the loss of short and long-term incentives which lapsed on leaving his previous employer, as disclosed in last year's Directors' Remuneration Report. CHIEF EXECUTIVE'S REMUNERATION COMPARED TO ALL OTHER EMPLOYEES OF THE GROUP Percentage change of Chief Executive's base salary in the year compared to that of all employees: Percentage increase in Chief Executive's annualised base salary Average percentage increase in all employees' base salaries 0% 5.9% The Chief Executive's total single figure remuneration ratio to the equivalent pay for the lower quartile, median and upper quartile UK employees, calculated using option A of the Companies (Miscellaneous Reporting) Requirements 2018 is as follows: Year 2021 20201 25th percentile ratio 76:1 151:1 50th percentile ratio 75th percentile ratio 65:1 130:1 49:1 95:1 1. Prior year numbers restated based on total single figure remuneration and not basic pay as previously reported Option A was chosen as it represents the most accurate means of identifying the relevant employees at each percentile level. The workforce comparison is based on data for the years ended 28 February. The median is considered to be representative of the wider pay and reward of the UK workforce. As indicated in the table, there has been a significant reduction in the pay ratio reported for 2021 when compared to that reported for 2020. This is primarily a consequence of the notably lower total single figure remuneration reported for the CEO for 2021 as a result of his having no long-term incentive award vesting in respect of 2021. (In 2020, his single figure remuneration included the value of the buyout award he received on joining boohoo.) The group believes that the median pay ratio accurately reflects the comparison between the CEO's remuneration and the pay for UK employees and is consistent with wider pay, reward and progression policies affecting UK employees. There is an obvious differential between the pay for the CEO and for the wider employee base, with the CEO's remuneration reflecting market norms for leaders of listed companies. For all employees, we strive to offer a competitive pay and benefits package relevant to the roles performed. This includes participation in the SIP and SAYE share schemes (offered to all eligible employees) and, at more senior levels, participation in additional bonus and long-term incentive schemes. Pay data £000 Chief Executive remuneration UK employees 25th percentile UK employees 50th percentile UK employees 75th percentile 2020 As explained in last year's report, John Lyttle, Chief Executive, has subscribed for 1,950 A ordinary shares of 0.1 pence each ('A Ordinary Shares) in boohoo Holdings Limited, an intermediary holding company of the group, as part of a Growth Share Plan. The value of the award under the Growth Share Plan is directly linked to the creation of significant growth in shareholder value as set out below: The value of the award will be determined by the compound annual growth rate ('CAGR') in market capitalisation of the group over the five-year period starting on the date John joined as Chief Executive, 15 March 2019 ('the Period'). . The CAGR will be calculated using a base market capitalisation of £2.037 billion, being the market capitalisation on the date of the announcement on 17 September 2018 that John would be joining the group. The value of the award under the Growth Share Plan is capped at £50 million of gross s value before tax in the event of achieving CAGR of at least 23% at the end of the Period. CAGR of less than 10% yields nil value. The Growth Share Plan provides for adjustments to be made for increases in market capitalisation arising from corporate events, such as the issue of shares for acquisitions, so that the benefits derived from the Growth Share Plan only arise from organic growth and the Growth Share Plan also provides clawback and malus provisions, which allow repayment in defined circumstances. As explained in the Annual Statement by the Chairman of the Remuneration Committee on page 66, John Lyttle has agreed to an amendment to the terms of his award under the Growth Share Plan such that the vesting of the award is also subject to the Committee being satisfied that the Agenda for Change programme has been successfully implemented over the performance period. MANAGEMENT INCENTIVE PLAN In line with the announcement to the market on 26 June 2020, Mahmud Kamani, Carol Kane and Neil Catto have subscribed for 1,950, 1,950 and 390 B ordinary shares of 0.1 pence each ('B Ordinary Shares), respectively, in boohoo Holdings Limited, an intermediary holding company of the group, as part of a Management Incentive Plan (the MIP'). The value of the award under the MIP is directly linked to the creation of significant growth in shareholder value as set out below: . 2021 Total pay and Base salary benefits Base salary (annualised) Total pay and . 615 1,578 615 benefits 2,702 19 21 18 21 24 19 21 29 32 26 29 18 The value of the award will be determined by the achievement of stretching targets of market capitalisation growth of the group over the three- year period starting on 16 June 2020 ('the Period'). The value of the award under the MIP is capped at £50 million of gross value before tax for Mahmud and Carol and £10 million for Neil in the event of achieving a market capitalisation of £7.554 billion (18% CAGR and 66% growth in market capitalisation from 16 June 2020). A market capitalisation of less than £6.295 billion (11% CAGR) yields nil value. The MIP provides for adjustments to be made for increases in market capitalisation arising from corporate events, such as the issue of shares for acquisitions, so that the benefits derived from the MIP only arise from organic growth and the MIP also provides clawback and malus provisions, which allow repayment in defined circumstances. As explained in the Annual Statement by the Chairman of the Remuneration Committee on page 71, the executive directors have agreed to an amendment to the terms of their MIP awards such that the vesting of the awards is also subject to the Committee being satisfied that the Agenda for Change programme has been successfully implemented over the performance period. 80 81