Result of Fundraise and Board Change

Debenhams Group (AIM: DEBS), a leading online platform, announces that, further to the Company's "Proposed Fundraise" announcement that was released at 4.42 p.m. on 18 February 2026 (the "Launch Announcement"), it has successfully completed and closed the ABB process in relation to the Placing and Subscription (together the "Fundraise"). Following investor demand significantly in excess of £35 million, the Company is pleased to further announce that it has upscaled the Fundraise to raise gross proceeds of approximately £40 million.

The Fundraise was significantly oversubscribed at the Issue Price of 18 pence per share, a 5 per cent. discount to the closing share price of 19 pence per share on 17 February 2026.

As a result of the upsized Fundraise, the Company has raised gross proceeds of approximately £40 million (before expenses) through the Placing of 200,000,000 New Ordinary Shares, and a Subscription for 22,222,222 New Ordinary Shares, at the Issue Price, and net proceeds of approximately £38.7 million after expenses associated with the Fundraise.

It is expected that admission of the New Ordinary Shares to trading on AIM ("Admission") will occur, and that dealings will become effective on or around 8:00 a.m. on 23 February 2026. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares.

Board Change

Following the successful completion of the planned Fundraise, of which Iain McDonald was a participant, he has informed the Company of his intention to step down from his role as Non-Executive Director and Chair of the Renumeration Committee with immediate effect. This will facilitate participation in the Fundraise by certain funds managed by Iain. The Company would like thank Iain for his significant contribution to the Board over the last 9 years.

The Board confirms that it is satisfied that the Company maintains an appropriately sized and independent Board, following the appointment of Tom Handley last year and Tim Morris' transition to the role of independent Chair in 2024.

Iain McDonald, said:

"It has been a pleasure to be a non-executive director at Debenhams over the last 9 years and I am delighted to support the Company in the Fundraising. This should be viewed as a measure of how much I believe the current market valuation of the business undervalues its future prospects. Dan has transformed the cost base and business model since being installed as CEO and with the re-basing of the business to a profitable core now largely complete, the prospects for strong growth and cash generation are the best for many years. I have confidence in the Board and wider management team on delivering its turnaround. I look forward to watching the continued momentum of the business as a supportive investor."

Dan Finley, Group CEO, commented:

"We are pleased with the strong level of support from new and existing shareholders. The success of the fundraise demonstrates the strength of support for our multi-year turnaround strategy. The fundraise will deliver an improved capital structure for the Group, providing us with greater financial flexibility to execute our turnaround strategy and deliver value for all shareholders.

On behalf of the Board, I would like to thank Iain for his valuable contribution to the Group. Iain's extensive experience across the technology, digital and marketing sectors has been a great benefit and counsel for the Board. We are pleased that Iain remains an investor in the Group and we look forward to Iain's continued support."

Related Party Transactions

Dan Finley, Mahmud Kamani (together with his close relatives and related trusts), and Iain McDonald, each being a Director of the Company, have agreed to participate in the Fundraise, subscribing for an aggregate of 61,944,443 New Ordinary Shares as outlined in the table below (the "Director Participations").

Includes Mahmud Kamani's close relatives and related trusts

These each constitute related party transactions under the AIM Rules for Companies. The directors of the Company, other than Dan Finley, Mahmud Kamani, and Iain McDonald, (the "Independent Directors"), are deemed to be independent of the Director Participations. Accordingly, the Independent Directors (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Director Participations are fair and reasonable insofar as Shareholders are concerned.

Frasers Group plc ("Frasers") holds an interest in more than 10 per cent. of the Company's existing Ordinary Share capital and is therefore considered a related party of the Company under the AIM Rules for Companies. Frasers has agreed to subscribe for 59,682,052 New Ordinary Shares pursuant to the Placing ("Frasers' Participation"). The directors of the Company are deemed to be independent of Frasers' Participation. Accordingly, the directors of the Company (for the purposes of AIM Rule 13) consider, having consulted with the Company's nominated adviser, Zeus Capital Limited, that the terms of the Frasers' Participation is fair and reasonable insofar as Shareholders are concerned.

Admission

Application has been made to London Stock Exchange plc for Admission of the New Ordinary Shares. It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8:00 a.m. on 23 February 2026.

Admission is conditional, inter alia, on the Placing Agreement not having been terminated and becoming unconditional.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Launch Announcement unless the context provides otherwise.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Zeus and Panmure Liberum will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Zeus and Panmure Liberum may, in accordance with applicable laws and regulations, engage in transactions in relation to the New Ordinary Shares and/or related instruments for its own account and, except as required by applicable laws or regulations, does not propose to make any public disclosure in relation to such transactions.