Distribution of Members Statement

This announcement and the information contained in it is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into, and should not be distributed in, forwarded to or transmitted into, any country or jurisdiction where to do so would constitute a violation of local securities laws or regulations.

Superdry Plc

("Superdry" or "the Company")

 14 March 2019

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS
VOTE AGAINST THE RESOLUTIONS
PROPOSING THE APPOINTMENTS OF JULIAN DUNKERTON AND PETER WILLIAMS AS DIRECTORS OF THE COMPANY

In advance of the general meeting that the Company has called for 2 April 2019, the board of directors (the "Board") has received a request from Julian Dunkerton ("Mr Dunkerton") and James Holder ("Mr Holder") (through their nominees HSBC Global Custody Nominee (UK) Limited and Diagonal Nominees Limited) that the Company circulate a statement to its shareholders (the "Statement"). A copy of the Statement can be found on the Superdry website at https://corporate.superdry.com/investors. 

In a letter sent to shareholders today and appending the Statement, Chairman Peter Bamford noted that "the Board has reviewed the Statement and believes that it largely consists of points that the Board has heard in previous engagements with Mr Dunkerton and Mr Holder and has already addressed in the Company's shareholder circular issued on 11 March 2019 (the "Circular"). There is little new information and no clear articulation of the proposed strategy or action plan in the Statement".

The Board's position remains unchanged. The Board unanimously believes that Mr Dunkerton's return to the Company, in any capacity, would be extremely damaging to the Company and its prospects. Mr Peter Williams ("Mr Williams") is nominated as an independent non-executive director where it is clear, to the Board, that Mr Williams is not independent and does not represent the interests of all shareholders equally. The Board therefore continues to unanimously recommend that shareholders VOTE AGAINST the resolutions for the appointment of Julian Dunkerton and Peter Williams as directors of the Company. Shareholders who have not yet read the Board's rationale for that recommendation can find it in the Circular, a copy of which can be accessed online at https://corporate.superdry.com/investors.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.