THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

2 May 2023

Superdry PLC

(“Superdry” or the “Company”)

Equity Raise to strengthen the Company’s balance sheet

Further to the Company’s announcements on 14 April 2023 and 2 May 2023, Superdry today announces its intention to issue 15,700,000 new ordinary shares of 5p each in the capital of the Company (“New Ordinary Shares”) at 76.3 pence per Ordinary Share (the “Issue Price”) to raise gross proceeds of approximately £12m (the “Equity Raise”).

The Equity Raise will comprise a placing (the “Placing”) and a separate retail offer (the “REX Retail Offer”) of New Ordinary Shares at the Issue Price.

Julian Dunkerton (Superdry’s Founder and Chief Executive Officer) has agreed to underwrite the Equity Raise in its entirety at the Issue Price. The Company is, however, launching the Placing and REX Retail Offer to facilitate broader participation in the Equity Raise from its shareholder base and other institutional investors. The Placing and REX Retail Offer will comprise 15,700,000 New Ordinary Shares in aggregate.

Further details of the Equity Raise

It is intended that the Equity Raise will result in the Company raising total gross proceeds of approximately £12m. The total number of New Ordinary Shares will represent, in aggregate, approximately 19.1 per cent of the Company’s existing issued share capital. The Issue Price of 76.3 pence per New Ordinary Share represents a discount of approximately 9.9 percent to the closing share price of 84.7 pence on 2 May 2023, being the latest practicable date prior to this announcement.

The Placing, which is being conducted by way of an accelerated bookbuild (the “Bookbuild”), will be launched immediately following the release of this announcement. The Bookbuild is expected to close at 17:00 on 3 May 2023. Peel Hunt LLP (“Peel Hunt”) and Liberum Capital Limited (“Liberum”) are acting as joint bookrunners (together, the “Banks”) in respect of the Placing.

The number of New Ordinary Shares to be issued under the Placing (the “Placing Shares”) and the number of New Ordinary Shares to be issued under the REX Retail Offer (the “REX Retail Offer Shares”) will be determined following the close of the Bookbuild.

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, together being the “Announcement”). The REX Retail Offer Shares will be subscribed for on the basis of the terms and conditions of the REX Retail Offer, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement. A separate announcement will be made regarding the REX Retail Offer and its terms.

Superdry acknowledges that it is seeking to issue New Ordinary Shares amounting to approximately 19.1% of its existing issued ordinary share capital on a non-pre-emptive basis. The Company, having consulted with its major shareholders following its trading update of 14 April 2023, proposes the Placing and REX Retail Offer to provide an opportunity for institutional and UK retail shareholders to take part in the Equity Raise.

The Board's unanimous view is that the Equity Raise is in the best interest of shareholders, as well as wider stakeholders in Superdry.

Reasons for the Equity Raise

Superdry continues to pursue its turnaround plan in the face of a challenging consumer landscape. The brand is recovering well, and the Company is making strong progress towards being the “#1 sustainable style destination”. However, this strategic transformation needs to be underpinned by a strong and stable balance sheet and, as a result, as well as actively managing its near-term working capital needs, the Company is engaged in various initiatives to deliver that strengthened position:

• As announced on 22 March 2023, the Company has agreed, subject to certain conditions, to dispose of its IP assets in certain countries within the Asia Pacific ("APAC") region for $50 million USD (£34 million net after transaction costs and taxation). This sale constitutes a Class 1 transaction under the Financial Conduct Authority’s (“FCA”) Listing Rules and is therefore conditional on the approval of Superdry’s shareholders. The Company currently anticipates sending shareholders a circular in respect of the disposal in May 2023;

• The Company has identified over £35 million of annualised cost reduction through estate optimisation, minimising store costs, range reductions, logistics and distribution savings and procurement improvements, the delivery of which will entail certain capital investments. The Company expects these savings to be fully realised by the end of FY24, with the costs to achieve them primarily incurred in calendar year 2023;

• Implementing significant working capital practice improvements across payables, receivables and inventory; and

• As announced on 25 April 2023, the Company has agreed amendments to its financing facility, pursuant to which its lender, Bantry Bay, has agreed to increase the borrowing availability level under its asset-backed facility until completion of the previously announced sale of the APAC business.

Assuming receipt of the APAC IP assets disposal proceeds and the gross proceeds of the Equity Raise, the Company expects, under its working capital base case, to operate within its existing facilities over the next 12 months. The Company is currently undertaking a working capital exercise, including a reasonable downside case, as part of the Class 1 process in connection with the APAC disposal but this has not yet concluded.

The Company therefore believes that the Equity Raise, along with the suite of measures above, will provide the stable base necessary to underpin future success.

Details of the Placing

Peel Hunt and Liberum will commence the Bookbuild immediately following the release of this Announcement.

The Appendix to this Announcement sets out further information relating to the Bookbuild and the terms and conditions of the Placing. Members of the public are not entitled to participate in the Placing.

The Placing Shares and the REX Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with each other and with the existing issued ordinary shares at that time. This includes the right to receive all dividends and other distributions declared or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares and the REX Retail Offer Shares.

The number of Placing Shares will be agreed by the Banks and Superdry following the close of the Bookbuild. The timing of the closing of the Bookbuild and allocations are at the discretion of the Banks and Superdry. Details of the number of Placing Shares and REX Retail Offer Shares will be announced as soon as practicable after the close of the Bookbuild.

Applications will be made for the Placing Shares and REX Retail Offer Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission"). It is expected that Admission will take place at or around 8.00 a.m. (London time) on 5 May 2023 (or such later date as may be agreed between the Company and the Banks).

The Placing and the REX Retail Offer are conditional upon, inter alia, Admission becoming effective and the placing agreement between the Company and the Banks (the "Placing Agreement") not being terminated in accordance with its terms.

In the event that Julian Dunkerton’s shareholding in the Company would equal or exceed 30% of the Company’s enlarged issued share capital immediately following the Equity Raise, Superdry intends to seek a waiver of the obligations under Rule 9 of The City Code on Takeovers and Mergers (the “Takeover Code”) that would ordinarily oblige Julian Dunkerton to make a general offer for the Company (the “Rule 9 Waiver”). The Rule 9 Waiver will also require the approval of the Company’s independent shareholders at a General Meeting and as a result, the Placing and REX Retail Offer would be conditional on that approval being obtained. In these circumstances, Admission would only occur following approval of the Rule 9 Waiver at the General Meeting (which would be expected to occur in June 2023).

For