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Investor Presentaiton

BOOHOO GROUP PLC DIRECTORS' REMUNERATION REPORT CONTINUED ANNUAL REPORT AND ACCOUNTS 2021 // GOVERNANCE ANNUAL REPORT ON REMUNERATION This section of the remuneration report contains details as to how the group's remuneration policy was implemented during the year ended 28 February 2021. DISCLOSURE OF DIRECTORS' SINGLE-FIGURE TOTAL REMUNERATION FOR THE YEAR - AUDITED INFORMATION The total single-figure remuneration of the directors during the year ended 28 February 2021 is set out below: Fixed remuneration Variable remuneration Base salary and fees £ Benefits E Pension equivalent £ Other £ Annual bonus Long-term incentives Annual bonus Total £ £ £ Executive directors Mahmud Kamani 2021 450,000 42,747 900,000 1,392,747 2020 433,333 42,488 900,000 1,375,822 Carol Kane 2021 450,000 5,331 27,900 900,000 1,383,231 2020 433,333 8,572 23,467 900,000 1,365,372 John Lyttle 2021 615,000 3,777 33,388 3,599 922,500 1,578,264 Benefits 2020 592,947 4,283 19,267 6,498 922,500 1,156,695 2,702,190 year: Figures in the single total figure remuneration include the following for the financial The amount of salary or non-executive directors' fees. Base salary and fees Pension and pension equivalent Other Long-term incentives Where an executive has elected to forego company pension contributions, due to pension cap restrictions, an amount of 6.2% is paid as a supplementary element, being the company cost-neutral equivalent of the pension cost and employer's NI foregone. The value of SIP awards and SAYE options granted in the financial period for executive directors (SAYE option calculated as the 20% discount at grant on the three-year plan) and the value of free shares issued to non- executive directors as part of their fees. The amount of performance-related bonus receivable. Further details of the performance outcome can be found below. The value of long-term incentives vesting based on performance ending in the year under review. Further details of the share options granted in 2018 and vesting on 28 June 2021 based on performance measured to 28 February 2021 can be found below. A share price of 338p (the three-month average share price to 26 February 2021) has been used for the purposes of valuing the gain. Of the amount stated in the table, £175,156 is attributable to share price appreciation. The value of private medical insurance, income protection, life assurance, company car and fuel costs based on the taxable value and driver services. Neil Catto 2021 300,000 2,959 18,600 3,599 300,000 435,155 1,060,313 2020 294,833 2,925 14,317 6,498 300,000 513,084 Total executive directors 2021 1,815,000 54,814 79,888 7,198 3,022,500 435,155 1,131,706 5,414,555 2020 1,754,496 58,269 57,051 12,996 3,022,500 1,669,779 6,575,091 Non-executive directors Pierre Cuilleret 2021 60,000 10,000 70,000 2020 56,667 10,000 66,667 Shaun McCabe 2021 20,192 10,000 30,192 Threshold £1,500 million ANNUAL BONUS For the year ended 28 February 2021, Mahmud Kamani's and Carol Kane's maximum potential bonus was 200% of basic salary, John Lyttle's 150% and Neil Catto's 100%. 40% of the potential bonus related to a revenue target and 60% of the potential bonus related to an target. Bonus entitlement targets were as follows: Financial target range Revenue target: adjusted EBITDA 2020 lain McDonald 2021 70,000 10,000 80,000 Upper limit £1,600 million or more Bonus entitlement % 12.0% 40.0% 2020 65,000 10,000 75,000 Adjusted EBITDA target: Sara Murray 2021 Threshold £145 million 18.0% 2020 75,000 10,000 85,000 Upper limit £160 million or more 60.0% Brian Small 2021 126,859 20,000 146,859 2020 59,679 20,000 Total non-executive 2021 277,051 50,000 79,679 327,051 directors The amount of bonus payable varies on a sliding scale between the threshold and upper limit shown above. For the financial year ended 28 February 2021, revenue was £1,745 million and adjusted EBITDA £173.6 million, resulting in payments of 40% and 60% of bonus entitlement respectively. Bonuses payable were as follows: 2020 256,346 50,000 306,346 Name Bonus % of salary Total 2021 2020 2,092,051 2,010,842 54,814 79,888 57,198 3,022,500 435,155 5,741,606 Mahmud Kamani 200% 58,269 57,051 62,996 3,022,500 1,669,779 6,881,437 Carol Kane 200% John Lyttle 150% Neil Catto 100% 76 | F 77
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