ANNUAL REPORT AND ACCOUNTS 2020

BOOHOO GROUP PLC

ANNUAL REPORT AND ACCOUNTS 2020

BOOHOO GROUP PLC, A LEADING ONLINE FASHION RETAIL GROUP

Our multi-brand platform comprises boohoo, boohooMAN, PrettyLittleThing, Nasty Gal, MissPap, Karen Millen and Coast and targets fashion-conscious 16 to 40 year olds in the UK and internationally.

STRATEGIC REPORT

GOVERNANCE

CONTENTS

STRATEGIC REPORT

02 Group financial and operational highlights 04 At a glance 06 Group structure and brands 08 Our strategy and our values 10 Chairman's statement

12 Review of the business 16 Financial review 21 Risk management 24 Environmental, social and governance report

FINANCIAL STATEMENTS

GOVERNANCE 38 Board of directors 40 Corporate governance report 43 Directors' report 46 Directors' remuneration report 58 Statement of directors' responsibilities in respect of the annual report and financial statements

FINANCIAL STATEMENTS

59 Independent auditors' report to the members of boohoo group plc 63 Consolidated statement of comprehensive income 64 Consolidated statement of financial position 65 Consolidated statement of changes in equity 66 Consolidated cash flow statement 67 Notes to the financial statements

91 Company statement of comprehensive income 92 Company statement of financial position 93 Company statement of changes in equity 94 Company cash flow statement 95 Notes to the company financial statements 99 Five-year group statement of comprehensive income ? unaudited 100 Five-year group statement of financial position ? unaudited 100 Five-year group cash flow statement ? unaudited 101 Shareholder information

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ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC

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GROUP FINANCIAL AND OPERATIONAL HIGHLIGHTS

OUR PERFORMANCE

GROUP

BOOHOO

PRETTYLITTLETHING

NASTYGAL

Financial

5 Revenue ?1.235 billion, up 44% (44% CER(A))

5 Strong revenue growth across all geographies with UK up 39% and international up 51%. International revenue is now 45% of total, up from 43%

5 Gross margin 54.0%, down 70bps as we have invested in growing our brands

5 Adjusted EBITDA(1) ?126.5 million (2019: ?84.5 million) with Adjusted EBITDA margin improving to 10.2% (2019: 9.9%)

5 Robust balance sheet with net cash of ?240.7 million (2019: ?190.7 million). High cash generation with operating cash flow of ?127.3 million (2019: ?111.9 million)

Operational

5 Acquisition of the MissPap, Karen Millen and Coast brands, complementary additions to the group's scalable, multi-brand platform

5 Distribution centre automation generating efficiencies and rapid order fulfilment

Financial

5 Revenue ?600.7 million, up 38% (39% CER)

5 Gross margin 52.6%, down 30bps

Operational

5 8.9 million active customers(B), up 28% on prior year

5 Significant investments in customer service, with AI and new apps, improving the customer proposition

REVENUE GROWTH

+38%

ACTIVE CUSTOMERS

+28%

GROSS MARGIN

52.6%

Financial

5 Revenue ?516.3 million up 38% (37% CER)

5 Gross margin 55.6%, down 100bps

Operational

5 6.3 million active customers, up 26% on prior year

5 High profile celebrity associations and social media driving traffic and international expansion, exceptionally well in the US and Europe

REVENUE GROWTH

+38%

ACTIVE CUSTOMERS

+26%

GROSS MARGIN

55.6%

Financial

5 Revenue ?98.8 million up 106% (109% CER)

5 Gross margin 54.2%, down 250bps

Operational

5 1.8 million active customers, up 88% on prior year

5 Extensive product range now comprises over 16,000 lines, double that of last year

REVENUE GROWTH

+106%

ACTIVE CUSTOMERS

+88%

GROSS MARGIN

54.2%

REVENUE +44%

?1,234.9m

ADJUSTED EBITDA(1) +50% ?126.5m

PROFIT BEFORE TAX +54% ?92.2m

?579.8m

?856.9m

?56.9m

?84.5m

?43.3m

?59.9m

2018

2019

2020

2018

2019

2020

2018

2019

2020

Notes:

(A) CER designates Constant Exchange Rate translation of foreign currency revenue, which gives a truer indication of the performance in international markets by removing year-to-year exchange rate movements when local currency sales are converted to sterling.

(B) Active customers defined as having shopped in the last year.

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ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

Revenue Gross profit Gross margin Adjusted EBITDA(1) % of revenue Adjusted EBIT(2) % of revenue

Adjusted profit before tax(3)

Profit before tax

Adjusted diluted earnings per share(4)

Diluted earnings per share (2019 restated) Net cash(5) at year end

2020 ?m

1,234.9 666.2 54.0% 126.5 10.2% 107.0 8.7%

108.3

92.2

5.88p

5.35p 240.7

2019 ?m

856.9 469.0 54.7%

84.5 9.9% 75.1 8.8%

76.3

59.9

4.15p

3.71p 190.7

Change

+44% +42% -70bps +50% +30bps +42% -10bps

+42%

+54%

+42%

+44% +?50.0m

(1) Adjusted EBITDA is calculated as profit before tax, interest, depreciation, amortisation, share-based payment charges and exceptional items.

(2) Adjusted EBIT is calculated as profit before tax, interest, share-based payment charges, amortisation of acquired intangible assets and exceptional items.

(3) Adjusted profit before tax is calculated as profit before tax, excluding share-based payment charges, amortisation of acquired intangible assets and exceptional items.

(4) Adjusted diluted earnings per share is calculated as diluted earnings per share, adding back amortisation of acquired intangible assets, share-based payment charges, exceptional items and adjusting to 34% of the non-controlling interest as in previous years (see note 1 of the accounts).

(5) Net cash is cash less borrowings.

ANNUAL REPORT AND ACCOUNTS 2020 / BOOHOO GROUP PLC

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