SuperdryPlc

("Superdry" or "the Company")

1 March 2019

General Meeting Request

On 1 March 2019 the Company received a request (the 'request') from Julian Dunkerton ('Mr Dunkerton') and James Holder ('Mr Holder') under section 303 of the Companies Act 2006 (the 'Act') that the Company convene a general meeting to consider resolutions to elect Mr Dunkerton and Peter Williams ('Mr Williams')  as Directors of the Company (the 'resolutions'). 

Since his decision to leave the Company in March 2018 the Board has engaged extensively with Mr Dunkerton as well as with Mr Holder to ensure their views have been heard and understood.  The Board has also, since Mr Dunkerton commenced a public debate in October 2018, engaged in ongoing consultation with Superdry's other largest shareholders about Mr Dunkerton and Mr Holder's views. 

Those shareholders have made clear their continued support for Superdry's Global Digital Brand strategy under the current management team and have encouraged the Board to ensure the delivery of that strategy. None of the other shareholders that the Board has engaged with has indicated support for Mr Dunkerton's return to the Company and many have expressed concerns that the continued public debate will cause unnecessary costs and distraction at the expense of all shareholders.

Mr Dunkerton and Mr Holder have repeatedly proposed to the Board that Superdry should change its strategy.  Their previous proposals have been that Mr Dunkerton should return to the Company as a member of the Board with a full-time executive role responsible for brand, product and marketing.  The Board has carefully considered the proposals on each occasion they have been put forward and on each occasion has unanimously rejected them as they would not be in the interests of the Company or shareholders.  The resolutions requested today do not include any executive role for Mr Dunkerton.  The Board's position remains unchanged; that it would not be in the interests of the Company or shareholders to appoint Mr Dunkerton as a Director of the Company.

The Board believes that a number of the current issues facing Superdry stem from Mr Dunkerton's approaches to brand and product strategy. The Board also believes Mr Dunkerton's views on the strategic direction of the Company are directly at odds with the unanimous views of both the management team and the Board. Mr Dunkerton's return as a Director of the Company would be counter-productive, highly disruptive and likely to lead to resignations.

The resolutions also seek the appointment of Mr Williams as a member of the Board.  Given that he is being proposed by Mr Dunkerton and Mr Holder, the Board has significant reservations that Mr Williams could ever be an independent director and represent the interests of all shareholders equally.  

In accordance with the timetable provided for in the Act, the Company will, within 21 days from 1 March, give notice (the 'notice') to call a general meeting of shareholders to consider the resolutions.  That general meeting will be held on a date not more than 28 days after the date of the notice. In the circular to shareholders accompanying the notice the Board will make recommendations to shareholders in relation to the resolutions.