Launch of Retail Offer

Further to the Company's "Proposed Fundraise" announcement released at 5:23 p.m. on 13 November 2024 (the "Launch Announcement") and the Company's "Result of oversubscribed Placing & Subscription" announcement released earlier today, the Board of Boohoo Group plc is pleased to announce a retail offer via BookBuild (the "Retail Offer") of new ordinary shares ("Ordinary Shares") of £0.01 each in the capital of the Company (the "Retail Offer Shares") up to the value of approximately £6.0 million at an issue price of 31 pence per New Ordinary Share (as defined below) (the "Issue Price"). The Issue Price represents a premium of approximately 3.3 per cent to the closing share price of 30 pence per existing Ordinary Share on 12 November 2024 (being the latest practicable date prior to the release of the Launch Announcement).

Completion of the Retail Offer is conditional upon, amongst other things, the consent of its majority lenders under its Facilities Agreement (as defined in the Launch Announcement) ("Lender Consent") and the completion of the Placing.

In addition to the Retail Offer, the Company has also conducted, at the Issue Price, (i) a conditional placing of new ordinary shares (the "Placing Shares") (the "Placing"), and (ii) a subscription for new Ordinary Shares (the "Subscription Shares" and, together with the Placing Shares and the Retail Offer Shares, the "New Ordinary Shares") pursuant to a direct subscription agreement (the "Subscription" and, together with the Placing and the Retail Offer, the "Fundraise"). For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription.

The Retail Offer is also conditional upon, amongst other things, the New Ordinary Shares to be issued pursuant to the Fundraise being admitted to trading on the AIM market operated by London Stock Exchange plc ("Admission"). Subject to Lender Consent, Admission is expected to take place at 8:00 a.m. on 26 November 2024 (or such later time as Zeus Capital Limited ("Zeus") may agree with the Company, but in any event, no later than 5:00 p.m. on 6 December 2024).

The net proceeds from the Fundraise are expected to be used to reduce Group borrowings.

Expected Timetable in relation to the Retail Offer

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors since IPO in March 2014. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/JQYVRQ/authorised-intermediaries

Zeus will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild platform and agree to the terms and conditions of the Retail Offer, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company). Should any Intermediary or its underlying client fail to meet the terms and conditions of the Retail Offer, Zeus retains the right to deny participation on this basis.

The Retail Offer will be open to eligible investors in the United Kingdom at 12:00 p.m. on 14 November 2024. The Retail Offer is expected to close at 5:00 p.m. on 15 November 2024. Investors should note that financial Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

Each of the Company and Zeus reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the Intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/JQYVRQ/authorised-intermediaries

The Company's LEI is 213800SZF3KFCECWY243.

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