Superdry plc: Result of General Meeting

Superdry plc (SDRY) Superdry plc: Result of General Meeting 14-Jun-2024 / 13:00 GMT/BST THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU 596/2014), WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. Unless otherwise stated, defined terms used in this announcement have the meanings given to them in the Circular published by the Company on 21 May 2024. 14 June 2024 Superdry Plc  (“Superdry” or the “Company”) Result of General Meeting Superdry announces the result of the General Meeting held on 14 June 2024. The full text of the Resolutions voted upon are set out in the Circular and Notice of General Meeting that was circulated to shareholders on 21 May 2024 and can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. All of the Resolutions put to the meeting were approved. The Independent Directors (having due regard to their statutory and fiduciary duties as Directors) have decided to implement the Placing. In making their determination, the Independent Directors took into account a number of factors, including the Company’s liquidity requirements, the interests of its creditors, participation in the Open Offer (and the resultant dilution for non-participating shareholders) and the level of support for the relevant Resolutions. Critically, the Independent Directors consider that the £10m gross proceeds from the Placing provides greater comfort that the Company will have sufficient liquidity headroom to implement its turnaround plan, particularly taking into account the ongoing challenging economic environment, compared to the c.£6.9m gross proceeds from the Open Offer. The participation in the Open Offer, excluding Julian Dunkerton, was such that the difference in dilution for shareholders as a whole between the Placing and the Open Offer was marginal (with applications received for the New Open Offer Shares, excluding Julian Dunkerton, being c.34%).  Implementation of the Placing remains subject to the satisfaction or waiver of the Conditions (including that the Restructuring Plan is sanctioned by the Court). Further details of the expected timetable, including the anticipated date of the cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List, are set out below. Commenting on the result of the General Meeting, Peter Sjӧlander, Superdry Chairman, said: “I am pleased that our shareholders have supported the proposed Equity Raise and would like to thank those Shareholders who voted in favour of the proposals before them today. This is a crucial step towards delivering the restructuring of the business and ensuring that Superdry is in the best possible shape to complete its recovery and return to growth.” The Resolutions put to the General Meeting on a poll and the results are detailed below. For Against Total Votes Cast Votes Withheld Resolution Special / Ordinary No. of Votes % No. of Votes % No. of Votes No. of Votes Open Offer Resolutions 1. To give directors authority to allot shares in the Open Offer Ordinary 38,803,653 92.92% 2,955,474 7.08% 41,759,127 55,369 2. To disapply statutory pre-emption rights Special 37,606,230 90.24% 4,066,654 9.76% 41,672,884 141,612 3. To approve a Rule 9 Waiver Ordinary 11,427,069 73.63% 4,093,267 26.37% 15,520,336 26,294,160 4. To sub-divide and redesignate Existing Ordinary Shares Ordinary 37,717,385 92.66% 2,986,337 7.34% 40,703,722 98,369 5. To approve articles changes if the Open Offer is implemented Special 37,732,480 92.70% 2,969,771 7.30% 40,702,251 99,840 Placing Resolutions 6. To give directors authority to allot shares in the Placing Ordinary 35,044,482 86.11% 5,653,513 13.89% 40,697,995 104,096 7. To disapply statutory pre-emption rights Special 35,088,292 84.02% 6,672,446 15.98% 41,760,738 53,758 8. To approve the Rule 9 Waiver Ordinary 9,055,387 58.25% 6,490,383 41.75% 15,545,770 26,268,726 9. To approve a related party transaction Ordinary 9,070,425 58.41% 6,458,766 41.59% 15,529,191 26,285,305 Placing Articles Changes Resolution 10. To approve articles changes if the Placing is implemented Special 35,277,252 86.73% 5,399,043 13.27% 40,676,295 125,796 Delisting Resolution 11. To approve the delisting Special 37,478,612 89.91% 4,205,235 10.09% 41,683,847 130,649 The total number of shares on the register at 6:00 p.m. on 12 June 2024, being those eligible to be voted on at the General Meeting, was 99,178,336. A ‘Vote Withheld’ is not a vote in law and has not been counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution. The voting result will shortly be available on the Superdry plc website at https://corporate.superdry.com/investors/shareholder-information/shareholder-meetings/ In accordance with Listing Rule 9.6.2, a copy of the Resolutions approved by shareholders will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism Expected Timetable 2024 Restructuring Plan sanction hearing 17 and 18 June Effective Date of Restructuring Plan 18 June Last day of dealings in Existing Ordinary Shares on the Main Market 12 July Cancellation of listing of the Existing Ordinary Shares on the premium listing segment of the Official List 8.00 a.m. on 15 July Expected date of completion of the Placing 15 July Unconditional allotment of New Placing Shares 15 July Enquiries Superdry Peter Sjӧlander, Chairman [phone] Peel Hunt LLP (Sponsor and Financial Adviser to Superdry) George Sellar Michael Nicholson Andrew Clark [phone] Brunswick Group LLP (Financial PR to Superdry) Tim Danaher [phone] N. M. Rothschild & Sons Limited (Financial Adviser to Julian Dunkerton) John Byrne Charles Fenwick [phone] The person responsible for releasing this announcement is Jennifer Richardson, General Counsel & Company Secretary. Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

ISIN:	GB00B60BD277
Category Code:	ROM
TIDM:	SDRY
LEI Code:	213800GAQMT2WL7BW361
OAM Categories:	3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.:	328151
EQS News ID:	1925765

End of Announcement	EQS News Service