STRATEGIC REPORT

Annual Report Accounts 2019 and

For fashion loving 20-somethings loving For fashion ASOS PLC ASOS BuildingA Retail Leader Retail Truly Global Global Truly STRATEGIC REPORT

Financial highlights Authentic, Brave Revenue Gross profit Profit after tax £2,733.5m £1,334.3m £24.6m and Creative 2018: £2,417.3m 2018: £1,237.1m 2018: £82.4m 2017: £1,923.6m 2017: £958.3m 2017: £64.1m Our 2018/19 story Operating profit Diluted EPS Net assets Back in 2000, people said online fashion wouldn’t work. We proved them wrong. £35.1m 29.4p £453.6m 2018: £101.9m 2018: 98.0p 2018: £438.8m Almost 20 years on, we’re still pushing the 2017: £79.6m 2017: 76.6p 2017: £287.1m boundaries for the world’s fashion loving 20-somethings, helping more and more people look, feel and be their best. This Non-financial highlights report introduces a more agile ASOS, a truly 20.3m 85,000+ global retailer with our eyes set firmly on active customers products on website becoming the number one online fashion destination for 20-somethings globally. c.950 20,000 third-party brands young people supported by the ASOS Foundation

What’s inside?

Strategic report Governance report Financial statements 1 Performance highlights 38 Board of Directors 74 Independent Auditors’ Report to the Members 2 ASOS: The future of fashion, today 40 Corporate Governance Report of ASOS Plc 4 Welcome from our new Chair 46 Audit Committee Report 79 Consolidated Statement of Total Comprehensive Income 5 CEO’s Operational review 49 Nomination Committee Report 80 Consolidated Statement of Changes in Equity 9 CFO’s Financial review 51 Directors’ Remuneration Report 81 Consolidated Statement of Financial Position 12 Our business model 70 Directors’ Report 82 Consolidated Statement of Cash Flows 14 Key Performance Indicators 72 Statement of Directors’ Responsibility 83 Notes to the Financial Statements 16 How we create value 108 Company Statement of Changes in Equity 24 Our circular roadmap 109 Company Statement of Financial Position 26 The people behind the brand 110 Company Statement of Cash Flows 28 Fashion with Integrity 111 Notes to the Company Financial Statements 32 Risk Report 114 Five-Year Financial Summary (unaudited) 116 Company Information

This report refers to data and performance between 1 September 2018 and 31 August 2019. It covers the worldwide operations of ASOS.com.

ASOS PLC Annual Report and Accounts 2019 1 STRATEGIC REPORT 3 Annual Report and Accounts 2019 Annual Report F F R ASOS PLC PLC ASOS ulfilment Centres Returns Centres ulfilment & eturns Centres Fully automatedFully stockholding unit 20m capacity Map key – – Berlin Euro Hub Berlin Euro – – EU:31.1% £38.2bn online apparel online £38.2bn £825.7m retail£825.7m sales £205.0bn market apparel RoW:18.7% UK:37.4% £497.4m retail sales retail £497.4m £100.0bn online apparel online £100.0bn £585.9bn apparel market apparel £585.9bn £39.3bn apparel market £11.5bn online apparel online £11.5bn £993.4m sales retail 1.5 orders placed orders 1.5 per second – Barnsley – US:12.8% 1m sq ft 1m units of 1.5m capacityoutbound – – £69.8bn online apparel online £69.8bn £341.2m retail sales retail £341.2m Atlanta – – £295.6bn apparel market apparel £295.6bn Listed as one of the ‘most engaged’ sustainability for companies fashion theby UK Environmental Audit Committee Fashion with Integrity Fashion 20-somethingsToday’s rightly expect more transparency, to comes it when retailers from Fashion conduct. good sustainability and with Integrity is not just the name of our it programme, responsibility corporate underpins everything we do – to ensure we source sustainably, trade ethically, work and inclusively communicate collaboratively with a broad range of measurable a making it’s And stakeholders. difference. Find out more on pages 28 to 31. Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

Authentic, Brave, Creative Brave, Our values: Authentic, To be the world’s number one world’s be the Our mission: To destination for fashion loving 20-somethings

2 Taking the pioneering ASOS model to model ASOS pioneering the Taking every corner ofthe world means platforms online and customising our scaling our infrastructure. So, in 2018/19 we made the bold move to step up the pace logistics and digital transforming our in capabilities. ASOS.com and our apps now personalised and localised more boast What’s before. ever than features shopping more, you can languages shop in 12 and 19 currencies. Our global network of fulfilment and returns centres use the latest stock availability and improve to automation smart while carrier softwareefficiency, and and rapid best-in-class make propositions convenient deliveries and returns possible in more countries. ready Find out to how we’re before ever 20-somethings than more reach 16. page on A bigger and better ASOS Our business model (page 12) is is 12) (page model business Our uniquely designed to give the world’s be to 20-somethings confidence the whoever theywant to be. This purpose is in our DNA. at It’s the heart of our day-to-day it’s And long-term strategy. and business relationship. customer every great behind

of fashion, today of fashion, country almost any over you can shop world, in the From other own collections and ASOS’ from products 85,000 swipe or click With a single brands. 20-something leading A British must-haves could be with you tomorrow. today’s is ASOS: success story This with a truly global offer. of fashion, today. the future ASOS: the future future the ASOS: STRATEGIC REPORT 5 Strengthen organisational capabilityStrengthen organisational to deliver effectively into the future support to cost non-strategic Remove profitability growth and future Further choice, product increase availability newness and presentation improve to Continue engagement media and social customer to approach Optimise retention and acquisition benefitstransformational from Leverage investments to drive efficiency and propositions customer enhance Annual Report and Accounts 2019 Annual Report – – – – – – backed the by strategic assets, andin the capturing continue right channel to market online. migrate consumers as share In order to deliver on this global growth year the priorities for our opportunity, are: ahead – – – – – – Strengthening organisational capabilities and depth the strengthening are We to team management senior our of breadth ensure we are well set for the next phase of growth. have restructured We our executive team and over the course of FY20 we will Chief a including roles adding new be Officer, Commercial Chief Growth Officer, Chief People Officer and a Chief Strategy Officer to sit alongside our CEO, CFO, CIO and COO. This team will bring greater depth and reorganisation The ASOS. to experience end-to-end senior-level creates also customer and product our of ownership below the CEO for the first We time.have already acted to restructure teams in better to roles c-suite new with the alignment harness the talent and passion of our people in a more effective structure. Developing our organisational culture towards a more efficient and model empowered joined-up, in support of our global ambitions is also a prioritykey for us over the next few years. appointment the announced recently We Non-executive independent new of four Directors, bringing a wealth of knowledge and skills across retail, technology, people and markets logistics, international Geary, Karen Board. our to management Luke Jensen and Mai Fyfield will all be in role the by start of November and Eugenia Ulasewicz will formally be appointed in and experience additional The April 2020. expertise will be invaluable in guiding ASOS through this next phase of growth. ASOS PLC PLC ASOS We are confidentWe in having identified the root causes of the issues faced this year progress good make to and continue against the remedial plans set out earlier within automation Embedding year. in the our Euro Hub has progressed in line with our expectations and we continue to make stock US our expanding progress good pool in advance of peak trading. Whilst we recovery, of signs seeing encouraging are both in our product performance and our on clear are we engagement, customer what we still need to do to further build globally. momentum Having invested heavily into the platform and foundations of thebusiness over the last few years, both in terms of physical infrastructure and technology, our focus now needed capabilities the shifts enhancing to to ensure we leverage these investments. With the current investment in the global year this complete, platform largely represents the end ofa period of elevated capital spend which we expect to fall forward. going levels normal more towards As a result, in FY20 we expect capex to be £150m. around As we look ahead to FY20 and beyond, the foundations we have built will allow us opportunity the on capitalising to continue to be one of the few truly global leaders in retail. are positioned We well, with a strong brand focussed 20-something fashion CEO’s Operational review Operational CEO’s Overview performance operating and financial The of ASOS has been disappointing this year. undertook in we investment huge The transitioning us into a business with scale EU capability the both operational in and we than challenging more been has US and huge been transformation has The foresaw. and we underestimated theimpacts of large executed being change operational scale With the two simultaneously. continents on benefit of hindsight, were we not adequately of complexities additional the for prepared planning and trading across our expanded warehouse footprint. It is also clear that our with pace kept not had capabilities internal this growth and change in complexity, and accordingly we lost focus on several of our competencies,core notably product, engagement. customer and presentation This was reflected in our financial performance. to Total sales grew 13% by improving an supported by £2,733.5m performance Retail in P4. grossmargin reflectingreduced 250bps tothe 47.4% shift to a local platform in the US, expansion of our high street brand offering and adverse country mix as a result of the operational PBT year. the in experienced challenges further reflectedof £33.1m a number of logistics the impacts from transitional warehouse and transformation programme year. the in undertaken implementations

My prioritiesMy ahead prioritiesMy going forward are clear. We need to ensure we have world-class, frictionless internationally. lean, operations needWe to replicate what we do brilliantly in every market, key keeping ASOS DESIGN partner the being also whilst centre, and front of choice for all the best 20-something to need We world. the across brands fresh and uniquely provide to continue our for experiences and content engaging customers every single day and, if we can do all of this at scale and pace, then we will have the right momentum for the future. It is also vital that we have the right balance of experience and talent in both the management Executive the and Boardroom team to drive the next stage of growth. It’s why we recently announced a refresh of the ASOS Board of Directors and the appointment of four Non-executive Directors, who will join us throughout FY20. These significant appointments a mark with bring and Board our of strengthening and skills, world-classthem experience, expertise which will be essential in guiding ASOS through the next stage of global growth. also We announced that Hilary Riva from down stepping Clifton be Rita will and come tenures six-year their once Board the to an end in April On 2020. behalf of the Board, I would like to thank Hilary and Rita Board the contribution to significant their for over their tenure and the important role they have played in the development of ASOS. The year ahead will be pivotal as we reset and prime ourselves for the next stage of growth. I have no doubt though, that with the right team of people in place, combined with robust governance, we will capture more of that online market shareand, in growth with profitability balance turn, term. long and short, the medium in Finally, I would like to thank every one of the over commitment their for ASOSers our last year and I look forward to working with you all in this exciting new era for ASOS. Crozier Adam Chair Learning and growing growing and Learning from 2018/19 Over the last few years, the Company has prioritised investment in the right infrastructure, in the right places, to enable our ambitious growth plans. I am However, all too aware that this has impacted our performance operating over and financial months.the last 12 In short, we have disappointed investors and, at times, to transitioning complexity The of ASOSers. underestimated, was international scale an particularly with regard to trading across an expanded warehouse network, and this negatively impacted stock availability and sales in Europe and the US. internal that capabilities our Hindsight shows were not in line with the pace of targeted growth. we are However, clear on the root that challenges operational the of causes we have experienced, and we have made now We’re them. resolving in progress good capabilities and our building on focused leveraging these critical investments to efficiently to us offer market- enable our across customers to proposition leading the world and achieve truly global scale. Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

4 “I’ve been struck “I’ve sheer the by talent, passion and enthusiasm of ASOSers” ASOS is a British success story. I believe it’s one of justa handful of retailers that can become truly global. With such a clear brand identity and a team that deeply 20-somethings, loving fashion understands we remain at the cutting edge of the industry. In first my few months alone, I’ve been struck the by sheer talent, passion and enthusiasm of ASOSers. This relentless a supported is spirit by entrepreneurial culture that embraces brave, creative an given Being working. and authentic opportunity ASOS part the become of to story this year – at such an exciting crossroads of global growth – is a privilege. real

our new Chair new our Welcome from from Welcome STRATEGIC REPORT 7 Annual Report and Accounts 2019 Annual Report system, people system, data insight systems, systems, insight data system, people system, moving are and system enrichment product towards completion of our systems. TGR component isTGR a key in supporting our These growth ambitions. systems global visibility greater unlock much flexibility and plan,in how we buy, merchandise and better, enables This warehouse. by trade faster decision making and improves our choice best the customers ability give to of product at the right price and to trade as atruly global retailer. Given the scale of change associated with this programme going live, we are planning a phased implementation as well as a parallel run of the more complex technical changes, allowing for more time to identify to time technical more for allowing issues before the business starts to use the systems at scale. market Performance by UK In the UK, where our proposition is most from demand strong saw we established, our customer base, with good growth in frequency and conversion for the year as a whole. In the early part of the new year, traffic were and acquisition customer over reflectingtrading poor disappointing offer looked our had where Black Friday, uncompetitive and we experienced the results of our loss of focus on product and saw half second The engagement. customer improving traffic,an stronger alongside trajectory customers, active monthly in promotional proactive more a reflecting calendar and the corrective actions we have engagement. and product across taken promotionally more been has market UK The intense over the last year and our approach throughout the year has evolved to respond in a more agile and demand led way, whilst not losing sight of profitability. We experimented with two-hour flash sales and using discounted Next Day Delivery which half, second the in mechanics and customers UK with our well resonated proved particularly successful in driving Alternative reactivation. paymentcustomer methods continued to grow in prevalence during the year and drove incremental sales. particularly landed Collusion brand new Our well in the UK, and even more so with our line in 21, under those customers, youngest with our plans for the brand positioning and performance our from supported improved cohorts. customer younger ASOS PLC PLC ASOS personalised At the way. same time, we are the through customers new acquire to able increasing local relevance of ourwebsites and content. have also We deployed technology investment into a number of efficiency and security initiatives which allow in experience offercustomer to same the us a safe and secure way at a lower cost. has programme tech transformational Our seen substantial investment over the last few years and with the implementation of our Truly Global Retail (TGR) programme which will commence in phases over the months,next 12 we will completely capabilities internal systems transform our truly to us enabling business, the across globally. trade and compete and personalisation our developed have We significantly engine interaction customer our to improvements including a launching algorithms, recommendations style profile builder, roll out of targeted notifications for push and banners content updates. status delivery and stock in back segmentation has customer for tool A new customers. to talk we further how enhanced The second half also saw us roll out shop to customers allowing filters, responsible recycledby or sustainable materials, an area we know is increasingly important to them. This year we have launched new payment including customers our for methods Afterpay in Australia and New Zealand, in RussiaYandex and a Klarna powered alongside US, the in solution ‘Pay-in-4’ local developed and currencies four new Denmark and Poland for sites language the and Sweden of success the following This year. last late launched Netherlands year also saw the roll out of our clustered specific regional for allowing sites, US proposition. targeted investmentsKey in efficiency thisyear processing returns new embedding included of development software recent the and a paperless returns process which uses a customer a than rather code QR mobile returns label, which we are now starting to pilot in the UK and will enable us to move to paperless 100% for our customers. Investments in efficiency and productivity will continue to be a focus as we look to further automation. and optimisation process embed Finally, investment within our Transformation programmes is beginning to fall away as we reach the end of these programmes to internal systems our significantlyall upgrade capabilities across the business. Over the last three years we have delivered a new finance opportunity, responding to demand in the in demand to responding opportunity, acting with agility commercial and by market zeal and building out our brand awareness and long-term establish consideration to customer and fashion Online engagement. expectations are fast changing so our adapt. to continue will approach In the second half we have successfully activity promotional with using experimented acquisition customer prominent more a as and reactivation tool and we have trialled a changes different The mechanics. of number we made in velocity and content on our social media channels have also landed well higher considerably driving with customers, the alongside This, engagement. of levels changes we have made to our product been have presentation and newness effective in recovering growth with our cohorts. half second the customer In younger acquisition customer improving both saw we age cohortin the and 18-21 increasing cohort. age 22-25 the from spend transformational Leveraging investments Logistics Over the last three years we have invested capabilities warehousing heavily our into and have doubled our warehousing significant provides capacity which focus Our globally. growth for headroom this year will be on leveraging the benefits we investments transformational the from have made. These will include both enhancements and efficiencyimprovements of number a in propositions customer our to markets. The facilities we have built, and the within embedded technology automation them, will allow us to serve our growing leading market with a base customer global product of choice combining proposition, with speed of delivery. These facilities allow us to cost efficiently manage a range of with 5,000 SKUs, facing customer 85,000 new SKUs added each week, and offer next day delivery to over 80% of our sales base. Our investment in dynamic buffers and AI technology prediction purchase driven within our warehouses is further driving efficiency speed and throughput in both additional providing cost, labour opportunity future. the into Tech Investment in technology remains at the centre of our growth strategy enabling us to constantly and improving unique a deliver investments These experience. customer range substantial our shop to customers allow in an intuitive, friction-free and increasingly Optimising acquisition customer retention & The way in which we acquire, retain and the at remains customers with our connect heart of how we drive sustainable growth. have takenWe decisive action to address short fell approach our where areas the earlier in the Whilst year. we have begun customer active in signs encouraging to see growth are we clear there is more to be approach our ensuring in both done, continues to evolve and in reactivating following Europe and US the in customers transitions. warehouse the During the year we began re-appraising our customer betweenbalance ‘fast’ ‘slow’ and activity effectiveacquisition most the and tools for doing so. This ensures we are both immediate see we where customers acquiring collection provided customers with great customers provided collection product for out ‘going out’ with inspirational saw We match. styling to presentation and this to reaction customer amazing an product ever highest the driving collection, this supplemented We category. the for views with a selection of new direct to consumer brands, otherwise known as ‘InstaGlam includingBrands’, ‘In The ‘Never Style’, which haveFully Dressed’ all and ‘AYM’, performed well on site following launch in the second half. Our Madison Beer ASOS DESIGN style edit also really resonated singer/ the saw which customer, with this influencer pick her favourite ASOS DESIGN modelling styles Autumn/Winter, for a selection of them on site. our for range and presentation our Improving for focus key a was segment customer ‘Alpha’ menswear. launched We an ASOS DESIGN Dark Future collection targeted at this style, which has performed well and offers inclusive sizing options for both Plus and Tall. Our recent collaboration with Ovie from Love Island also landed exceptionally well, with him providing both an ASOS DESIGN style edit of his favourite pieces as well as a design collaboration on an exclusive range. Within third-party brands, we have onboarded a number of new brands this half, including school ‘old popular a Kani, Karl and Topman streetwear’ brand. have increasedWe the velocity and improved the content of our social media through Content conversations. led customer important most our channels social media doubled in the second half and our increased have levels engagement channels new supported by dramatically, andlike TikTok IGTV. Improving presentation & social presentation & Improving engagement media presentation and Amplifying focus our been has customer particularly ‘glam’ the for a priority. Our ASOS DESIGN Luxe We continueWe to seegood growth in Activewear, including ASOS 4505. Sales in the year have surpassed our expectations and we have significant growth plans in place for next season. are especially We excited about the upcoming Snow & Ski range, with the last two ranges having sold out in a matter of days. The product for our in improvements benefits season from third performance. and design both Earlier this year we set out our approach performance ASOS within to strengthening newness presentation, our where DESIGN, diminished. had width product and of Our corrective actions are beginning to work and we are seeing an improving to increased DESIGN performance. ASOS 40% of the up mix in from the in P4, 36% first half and growing well year on The year. mix in the US was still supported to some extent lowerby branded availability, but mix has stepped up in both the UK and EU in P4. performance in womenswear, Within with particularly strong was dresses animal print, broderie and satin styles really resonating. also We saw great targeted segment customer with our success edits, notably ASOS DESIGN Luxe and our edit. Fashion Modest launchedWe our first Modest Fashion edit a of lens the through approached April, in fashion loving 20-something. It is a playful, created pieces includes and take modern by ASOS DESIGN, alongside a curated edit of modest fashion brands. The collection landed well, particularly in UK, Germany and US, with strong sell-through and ASOS DESIGN representing over 60% of the mix. In menswear, growth of ASOS DESIGN second the in digits double to accelerated half in the from first 1% We hadhalf. success with trends key in neon and utility including the return of the casual trouser in the form of shirts in Performance was pant. cargo the we and half second the throughout strong have begun to see an improving trajectory in tailoring which had been softer earlier in the year. Our focus now turns to ensuring we have the right mix of product available in each of our warehouses, with the right brands, newness and width of product available for each market. Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 6 Our balance between curation of product from the most relevant third-party brands, alongside exclusive product from the ASOS family of brands, ensures we appeal to a broad range of styles and capture all 20-something the within lifestyle.moments Our focus for the year ahead is on further availability productincreasing choice, our with customers our provide to newness and the best, most relevant product for them. This year we launched our newest brand within the ASOS family, Collusion, to great success. It was positioned and created in collaboration year with olds as 16-24 a landed has It generation. next the for brand well and firmly established itself within our brands,top 10 resonating well with our strong a achieving and customers younger searched was Collusion mix. customer new for on-site almost two million times and we have sold brand over 150,000 carrying items indicating how our target market has really connected with this brand. Our combination of exclusive product, newness consistent and choice brand proposition differentiate to ASOS’ continues 20-something customer. loving fashion a for Increasing product choice, newness & availability We have increased focus on our deployment deployment our on focus increased have We of all cost and investment across the business, as well as the processes we use to manage performance. financial and operational our have startedWe to identify areas where we are now clear we are not generating the anticipated return and therefore seean opportunity to remove cost. have also We commercial our that ensure to sought reflecting appropriately are arrangements the investments we have made to support global growth, both for us and for our partners.commercial have alreadyWe taken action in a number of areas across the businessbut are clear there is more to be done. These initiatives will allow us to drive investment into areas support will that long-term and growth profitability. our in improvements sustainable ensureTo we are taking the right decisions from returns appropriate deriving the and our investments, we are instilling a greater financial discipline across of the degree business. have already We made progress performance our the rigour in increasing in are we However, processes. management to needed are furtherclear improvements ensure the right levels of accountability business. the across Removing non-strategic cost STRATEGIC REPORT 9 4% 2% £m 9.4 (4%) (2%) (2.0) 14% 14% 10% 66.4 0bps Total 35.1 33.1 (415.6) (883.6) Change Change 2,6 57. 7 2,733.5 (1,399.2) +490bps 1,334.3 – 9.4 £m

RoW 497. 4 506.8 -3 3.01 18.4 63.2 3.00 4.29 3.43 3.2% Year to 7 7.0 % £2 £7 1,992.8 31 August31 2018

Annual Report and Accounts 2019 Annual Report US 0.1 £m 12.1 341.2 353.4

-4 ASOS PLC PLC ASOS 1.29 3.05 72.3 20.3 3.56 3.34 3.2% 81.9% £7 Year to £2 2,266.5

Year to 31 AugustYear to 31 2019 EU 31 August 2019 £m 0.3 17. 5 Gross profit increased8%, with gross margin down240bps versus the prior year driven three by principal factors: increased freight and duty costs reflecting the go-live of our US warehouse, adverse to due EU territory and underperformance to US due in mix warehouse transition issues and the expansion of our high street this intensity impact but an Promotional had also offer. branded was much smaller relative to the other factors. Profit before taxafter decreased transition 68% to £33.1m costs of £45m, up £20m on the prior year reflecting a substantial amount of one-off costs in support of our warehouse transitions. also We incurred £5.5m of restructuring costs reflecting the changes we approach support our in of organisation our to started make to to removing non-strategic cost. Profit before tax was also impactedby an increase in finance costs as the business moved into a net debt position following the elevated investment in support of our warehouse programme. 843.5 825.7

UK 9.0 £m 27. 4 993.4 1,029.8

2 4 (m) 1 aving shopped in the last 12 months as at 31 August as at 31 months last 12 in the aving shopped 3 Defined as h Retail sales Retail Cost of sales of Cost profit Gross Delivery receipts Distribution expenses expenses Administrative Operating profit expense Finance before tax Profit Third-party revenues revenue Total Net Promoter Score Promoter Net Average selling price per unit (including VAT) (including unit per price selling Average Mobile device visits device Mobile Average order frequency order Average In FY19, we had orders, over 72m an increase on theIn FY19, previous of 14% year with visits to the site growing the by same amount reflecting customer active Our website. trafficour inbound for strong continued database with grew 10% by pleasing progression towards the end of comfortably now is base customer active total Our year. financial the over million. 20 The trend towards mobile as a preferred device continued of visits now coming with 81.9% via this channel. generatedWe revenue of over £2.7bn from our customer base, an increase on on a constant the previous of 13% currency year (12% more become customers as increasing frequency with order basis) loyal to our platform. our However, conversion remained flat – in part impacted the by warehouse transition issues we experienced in the These year. issues also affected with our higher ABV, ASP product availability impacted, as well as impacting our NPS scores. CFO’s Financial review Financial CFO’s Overview Conversion Active customers Average basket value (including VAT) 1 active customers divided by total orders months’ as last 12 2 Calculated total visits by divided as total orders 3 Calculated August period ended 31 12-month score in the average movement in the represents the and this Score is based on a customer pulse survey 4 Net Promoter Total orders (m) Total visits (m) Average units per basket per units Average

programme is behind us and has laid the global future our enable to foundations right growth. are now refocusing We on business our of elements core the delivering through a clear set of priorities which will with customers our provide to us enable the most relevant choice of amazing, 20-something priced fashion. competitively are clearWe on the actions required to performance our and further improve disappointed we re-engage customers those and are encouraged the by progress we and presentation product, on made have to actions early taken have We engagement. non-strategicreduce efficiency, our improve and expenditure capital our refocus cost, capabilities.enhance our which All will of allow us to support our growth plansand to in long-term increases sustainable deliver sales, profitability and cash flow. better than positioned year the ended We we began it and have made a solid start to uncertainty consumer of mindful Whilst FY20. and retail trends in a number of our markets we are confident in the substantial global forward look opportunity and ASOS for to the future with confidence. Chief Executive Officer Nick Beighton of stock in this warehouse, we are now making good progress with the breadth of our trading. peak of ahead pool stock branded OurUS Hub is serving us well and we have facility The growth. for headroom significant has unlocked our ability to deliver a next day sites clustered regionally via proposition, across the US, which has been rolled out to a number of cities this year from the East to the customers, with well landed and coast West making us one of the few retailers offering a true next day proposition and atcompetitive a price. In time as capacity increases, we will warehouse the automate to option the have further unlock will efficiencywhich and warehouse US the capacitynow benefits.For is the least efficient in our network given the which operation the of nature manual more affects the relative cost of this operation when compared to our UK and EU operations. Customers in the US reacted well to which Klarna ‘Pay-in-4’ of implementation launched at the end of July and quickly established a healthy share of payment mix. discount targeted customer new of out Roll codes on site also worked well in the US and acquisition customer new stronger a drove year. the of end the towards trend Rest of World The start of the year was disappointing in our segment, ROW impacted a pull by activity promotional Black Friday back on in a number of our territories, key notably reflecting Russia, capacity and Australia constraints in Barnsley ahead of the US warehouse transition. promo reactive and localised more A locally new of release and calendar relevant payment methods improved our accordingly reacted offer customers and from P2 onwards. Activity around Chinese Day Single’s andNew Ramadan Year, particularlylanded Australian well. our to well extremely responded customers release of Afterpay and it was a strong and acquisition customer new of driver improved the growth trajectory for the country overall in the second half. Russia and MENA have been the performers key of the with year, strong sales and active growth. customer Outlook was a year of substantialFY19 operational change for ASOS. Whilstthis caused disruption to both our business and our majority the transformation the customers, of Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS As look we forward, we expect performance we improvements the supported be by to presentation and product our to made have promotional intense an of context the in but consumer watch also will We environment. particularly thein carefully, confidence context of Brexit. EU Within Europe our performance reflects to a large extent the warehouse transition issues we experienced, particularlyin P3. Automation within Euro Hub is now fully operational, which has allowed us to begin availability product unlocking for improved extending alongside Europe in customers order cut off times.will We start to fully generating year, benefits the next leverage further efficiencies opportunitiesand to have We proposition. customer our improve already extended our Next Day Delivery cut off time to midnight for German 28 cities. remainWe at a price premium to our competitors in Europe and will review our pricing carefully as we start to realise these efficiency benefits. Sweden and the Netherlands were stand out release the following performers year the in of their local language websites, and we are sites of impact the seeing forward to looking we have recently released for Denmark and Poland. In terms of product, dresses overindex in Germany within the mix, and they reacted well to the improved stock position also We saw in P4. sales of cold last than earlier accelerate product weather summer hot prolonged the cycled we as year weather in the prior year across Europe. endedWe active the year with 7.8m growth overall giving Europe, in customers of 700kin comparison million to 1.4 in the prior This, year. in addition to the step back in conversion, are illustrative of the customer impact of a restricted stock pool and disrupted proposition. are starting We to see improvement, we are clear however, we have further work to do on reactivating been has proposition our now customers restored which will be a priority for the first half of FY20. US was a year of majorFY19 transition in our US operations. Our new US Hub in Atlanta opened at the and end ramped of FY18 up local fulfilment quickly as we switched our US site to face the new US Hub in February 2019. Whilst we initially faced greater problems than profile and range right the anticipated building 8 STRATEGIC REPORT 11 (9%) (11%) (31%) (14%) (14%) (25%) Change 2.3% 4.4% 47.0% 15.8% 10.0% 14.5% % of sales Annual Report and Accounts 2019 Annual Report 2018 (54.6) (241.1) (352.0) (106.7) (380.8) (1,135.2) ASOS PLC PLC ASOS Year to 31 AugustYear to 31

2.6% 4.4% 11.0% 15.2% 14.3% 47.5% Mat Dunn Earnings per shareEarnings per Basic and diluted earnings per share decreased to 70% 29.4p by and This 98.0p). was driven 98.9p the by decrease(2018: in profit before tax during the year. flow Cash free cash outflowThere was a £133.2m in thecomparedyear, with outflow in the previous year. The increase in outflowa £117.6m this year is largely driven a reduction by in EBITDA resulting from the decrease in profit before tax detailed above. This was partially offset a reduction by in working capital outflowyear Cashyear. on capital expenditure in the year and includes was £221.6m a capital creditor outflow associated £26.7m of withinvestment. our FY19 Chief Financial Officer % of sales 2019 (71.3) (121.8) (389.1) (415.6) (301.4) (1,299.2) Year to 31 AugustYear to 31 Warehousing Distribution costs Operating expenses £m operating total and £1.3bn to 14% increased expenses Operating costs increased 50bps as a percentage of sales, largely dueto transition costs resulting the warehouse from increased warehouse Europe. and US the in transformation programmes This increase was partially offset lower by distribution costs as a percentage of sales, as we fulfilled more US orders locally from our new US Hub, as well as a reduction in payroll costs as a percentage of sales as we continued to streamline our corporate functions to effectiveness. operational maximise increased costs Depreciation by 30bps as a percentage of sales driven the by cycle of elevated capital investment in transformation over the last three years. Interest Interest costs rose to £2.0m in the year as we incurred costs from drawing down on our credit facility which supported our working capital cycle and elevated capital investment in the year. Taxation The effective tax rate increased 19.2%). 650bps by to 25.7% (2018: one-off a from share mainly difference permanent on arose This based payments which was driven the by substantial fall in the share price year and on year, fall a in profit before tax, meaning greater a had calculation tax the in items permanently disallowable impact. Going forward, ASOS expects the effective tax rate to be UK of rate prevailing the than higher 100bps approximately items. permanently disallowable to due tax corporation Marketing Other operating costs operating Other amortisation and Depreciation Total operating costs Total Year to 31 AugustYear to 31 2019 CC) (14% +12% +19% +15% -10bps +3% 3.3m (+18%) Year to 31 AugustYear to 31 2019 +9% (4% CC) +8% +8% Flat -4% 2.8m (+12%) Retail Sales Retail Visits Orders Conversion ABV Customers Active ROW performance ROW ROW KPIs in constant retailROW currency) (14% sales with grew 12% by particularly strong growth in Russia and the Middle East. Changes to sales in supported recovery a proposition and calendar promo our (Sales performance period P1 after peak momentum poor in and a -3%, Visits Orders +4%, flat). The remainder of theyear saw visits growth of over marginally 20% in P2-P4, ahead of orders growth resulting in full year visits growth and orders of 19% growth of 15%. ABV increased driven 3% mainly an by increase in items per basket offsetting a small decline in ASP. margin Gross Group gross margin was down 240bps with retail margin down 250bps in the Increased year. freight and duty costs after opening the US Hub in Atlanta had a large impact. Gross margin was also impacted an by increase in branded product mix reflecting the expansion of our high street and Face + Body offering, which carry lower gross margins. also We absorbed a significant country mix impact, as a result of the warehouse transition issues with a greater proportion of sales in the UK rather than the EU and US in the year. There was a further impact as in a result year, of Australian and US sales taxes, as we absorbed sales taxes on behalf of our customers. US performanceUS US KPIs Sales Retail Visits Orders Conversion ABV Customers Active US retail sales grew in 9% constant by (4% currency). US reflecting challenges operational by impacted performance was the move for customers from the Barnsley warehouse to the newly Following year. Februarythis in of Atlanta warehouse commissioned this transition, our performance has also been impacted lower by availability of some product key as building our range of imported brands was slower than planned. This also impacted our ABV with higher availability of lower price point product. As a result sales lagged order growth, with further P4 impacted higher by markdown appropriately profile stock our rebalance to looked we as mix ahead of the Autumn/Winter season. As a result, our sales growth was onlyfor 7%. P4 Despite the challenges we have experienced, our total active customer base in this in region the year grew to 12% 2.8m. ASOS DESIGN resonated particularly well, with its mix of total product up 240bps. Year to 31 AugustYear to 31 2019 (9% CC) +12% +16% +12% -10bps -6% 7. 8 m (+10 %) Year to 31 AugustYear to 31 2019 +15% +9% +18% +40bps Flat 6.4m (+7%) Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 10 EU retail sales (9% in constant grew 12% currency), below our Hub Euro following challenges operational as expectations order as evident was This availability. stock impacted automation growthlagged visits growth and was particularly notable in P3. As a result, conversion stepped back 10bps. Orders growth improved in P4 as our trading stock increased and is reflectedP4 sales in growth of ABV reduced17%. and was 6% driven restricted by availability of higher ASP products throughout the period of warehouse transition. have we experienced, have we challenges operational the Despite increased our active customer base and now have 10% by nearly engaging actively them of with 7m EU the across customers 8m with us via our apps. there However, is still work to do to re-engage sub-optimal the for experience by impacted with NPS customers our customers and we will need to actively seek to re-engage these of FY20. half first the in customers EU KPIs EU performance Retail Sales Retail Visits Orders Conversion ABV Customers Active UK retail sales grew a pleasing in the despite year, 15% an our strength of the demonstrating market, competitive increasingly customer UK total Our market. established most our in proposition base grew 7% in the year and conversion was strong, up 40bps. In the first half of theouryear, sales growth was supportedby strong reflectedin customers, existing from demand increased softer but customer (+70bps) conversion and (+20%) order growth acquisition and visits Visits growth growth (+4%). was stronger in engagement and promo product, reflecting the +11% H2 at improvements we have made, whilst orders growth remained robust As a result, totalat +15%. orders for the year were up 18%. ABV was flat for theas a year, smalloverall decline in ASP was offset an by increase in items per basket. This was an improvement sharper activity a in promotional resulted higher had when P1 from decline in ASP that was not offset items by per basket increases. UK KPIs UK performanceUK Retail Sales Retail Visits Orders Conversion ABV Customers Active STRATEGIC REPORT 13

12.2% water footprint reduction £221.6m capital expenditure Annual Report and Accounts 2019 Annual Report contributions

ASOS PLC PLC ASOS For our strategy and KPIs go to page 14. The value create we For the growth of our business and our ability to deliver our purpose 86% of ASOSers proud to work here UNDERLYING/ONGOING Financial value employees, shareholders, our For partners and suppliers £2,733.5m revenue Non-financialvalue only not we business model, unique our Through create value for investors, but we contribute communitiessignificantly and economies local to £8.5m tax 14.6% carbon footprint reduction FUTURE/DYNAMIC value Strategic 230 ASOSers completed phase one of ‘Leading@ASOS’

What makes us different doHow we it Fulfilling our aspiration to sell online fashion at pace and scale requires requires and scale at pace fashion online to sell our aspiration Fulfilling leadership.and decisive model business a streamlined purpose, clear goals. of these our pursuit been steadfast in months, we’ve last 12 In the of fashion demands the than ever to meet prepared now more We’re today and in the future. world – the around loving 20-somethings Living our PURPOSE Giving people the confidence to be who they want to be through everything we say and do – including setting standards for inclusivity, fashion sustainable diversity and ethical and PRODUCT unique Our Creating and curating the most relevant fashion, face and body products for every fashion loving 20-something PROPOSITION best-in-class Our friction-freeDelivering compelling, digital our delight and experiences that inspire customers ofPower our PEOPLE Supporting partners customers, our our our and potential their realise to ASOSers amazing behaviours: ASOS Our create leaders to Lead Learn doing by Know best my self fun Have others left when Turn turn right the through Look eyes customers’ Be comfortable with the uncomfortable The power of our people Deliver and technology and Sharing

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12

our business model business our Profit with purpose: purpose: with Profit STRATEGIC REPORT 15 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 14% 14% 1% -2% 490bps 0bps -4 10%

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20.3m £73.00 £2,733.5m 72.3m 2,266.5m 81.9% 3.2% 3.2% 63 3.56 £453.6m £1,334.3m 98.0p £102.0m 4.2% £101.9m 49.9% £71.29 3.43 £438.8m 47.4% 59 77.0% £1,237.1m 18.4m £2,417.3m 1,992.8m 63.2m £35.1m £33.1m 1.3% 29.4p 2018 Our performance indicators allow us to measure both the financial the both measure us to allow performanceOur indicators in value strategic the and our shareholders for we create value purpose. and delivering our our business growing 2 019 2 019 2018 2 019 2018 2 019 2018 2 019 2 019 2 019 2018 2 019 2018 2 019 2018 2 019 2018 2 019 2018 2 019 2018 2 019 2018 2 019 2018 2018 2018 2018 2 019 2 019 2018 Gross retail profit as a percentage of gross retail sales Profit before interest and tax and interest before Profit Operating profit(as above) as a percentage of total revenue Revenue less cost of sales Profit after tax dividedby the weighted average number of shares in Total assets liabilities less total Total Retail sales, delivery receipts and third-party revenues from Average number of orders per customer per year number of orders Average order frequency Average and discounts, returns value before value, being total order basket Average ABV by total orders divided VAT, including on any mobile device Mobile device visits Number of visits to ASOS.com by total visits divided of visits that convert to an order Percentage conversion Group Score NPS Net Promoter issue during the period, adjusted for the effects of potentially dilutive share options placed orders Total orders Total via any device Number of visits to ASOS.com visits Total Profit before tax tax before Profit Diluted EPS assets Net Gross retail margin retail Gross profit Gross profitOperating margin EBIT Key strategic measuresKey Key financial measures financial Key Number of customers transacting at least once a year transacting Active customers Number of customers August) (as at 31 Revenue continuing operations Annual Report and Accounts 2019 Annual Report

ASOS PLC PLC ASOS

14 Are we on track? we on Are Strategic objectives Strategic are reallyWe pleased with the progress of almost all of our strategic key measures. 20.3m. to 10% increased customers Active Orders and visits and are both the up 14% mobile through site our access to trend Promoter Net Our continues. devices Score stepped back four by points from last year. Financial objectives Financial Our financial key measures give us a clear performance and overall the of indication position of ASOS. In some cases, the figure i.e. alternative performance an measure, is not a statutory measure. In these cases, information is shown in the definition below corresponding the to cross-reference to statutory measure. Retail sales have and gross grown at 13% profit has grown8%. Retail gross margin decreased 250bps by and EBIT margin decreased. also STRATEGIC REPORT 17 bespoke trading dashboards that dashboards trading bespoke will analyse real-time business and performance; new metrics that will give better visibility globally. KPIs business of financial planning tools that will help us us help will that tools planning financial tasks; streamline and globally plan that systems merchandising and buying by better making enable decision will information; relevant more providing Annual Report and Accounts 2019 Annual Report – – – – – – experiences Localised creating theWe’re most friction-free customers our for experience shopping around the world investing and we’re in initiatives to increase local relevance. During launchedthe year we’ve a range of new in payment methods, Yandex including Russia, Afterpay in Australia and New Zealand and a Klarna powered Pay-in-4 four adding alongside US, the in solution the number increasing currencies and new sites. Smart language Zonal local of delivery the offer localising Delivery for is the and Australia Russia, in customers our now includedUS, and we’ve US tax at giving visibility full checkout, product of costs and tax state. by A world-class retail system for our teams In FY20 we plan to deliver our project to introduce our Truly Global Retail systems. transform completely will systems These plan,how we buy, merchandise and trade, providing us with greater visibility and a compete on to us enabling flexibility, global platform and trade as a truly global offer: systems The retailer. – – ASOS PLC PLC ASOS 52% 35% 5% 5% 1.5% 1.5% On-point personalisation Our investments in tech allow our customers to shop in an intuitive and increasingly personalised have made We way. significant recommendations our to improvements algorithms, Style a of the launch including Profile Builder, Back in Stock and delivery status push notifications, and improved Assistant. with Fit recommendations product filters responsible and Edit Responsible Our informed, more make customers our help area an decisions, shopping sustainable we know is of increasing importance. content targeted Birthday notifications, banners and even edits specific to the weather where you are, all ensure that we have a leading, unique and personalised customer experience. 20.2m social media followers Joining the conversation Joining alwaysWe strive to provide our which content with engaging customers offers styling inspiration. Social and tips important more than now are channels ever as they offer us the chance to inspiring through product our showcase photography, video and live streams. Instagram continues to bethe main channel of conversation, though is TikTok YouTube and momentum gaining rapidly viral more generating are videos moments. As well as producing our own and with influencers work we content styling additional provide to talent 20-somethings to appeals which advice audiences. new reach to us allows and

to stereotypical models The models are different are models The We analysedWe around 30 million Instagram posts that from FY19 contained #OOTD (Outfit Of The Day) and #Fashion. also We surveyed customers 3,860 in six key customers ASOS We found markets. expect more… …diversity of styles (they identify with an average of 6.7 different styles) and sizes sustainability and content …ethical these of mentions more and (more on social media) for moment’ pieces …’Instagram parties etc. nights, date festivals, …data-led insights into events, issues shape body and trends pieces, …real reflections of theworld they live content empathic and honest just, in: The evolving ASOS customer to more. which and can relatelove I Customer Frequent 25-30, woman, UK

of customer data customer of Unlocking the value the Unlocking Our teams are constantly testing new ways their improve to data customer use can we the efficiency increase and experience, of everything we do. From using machine acquisition customer our optimise to learning value customer utilising to campaigns, segments to focus investment, ourdata will opportunities Our unlock us. to for continue AI team is at the heart of this programme, embedded into the principles now but are customer from every business, part the of and management, stock communications, customer to optimisation on-site search channels. social on prospecting Staying customer-obsessed customer-obsessed Staying stayTo relevant to our 20-something audience essential it’s we never lose touch and whoever matterswith what them, to wherever they are are. unique We in 20-somethings whatever all catering for are they moment styletheir whatever and shopping constantly so for, we’re updating our product and styling. This year we’ve challenged ourselves to ensure we have the presentation outstanding and product right of our collections across all ranges. use We that, guide help feedback to customer through or channels social our whether on forums. customer our

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS We’re ready We’re 16 With around 5,000 new styles going live combination of unique each our week, house-brands highly with combines a ASOS curated edit of the must-have 20-something what exactly customers our give to brands, they want, when they want it all – at the best influence customers Our quality. and price our offer and, with leadtimes of weeks rather than months, we can satisfy eager what about more out Find quickly. customers 19. page on different designs our makes A winning fashion formula With a strong tech and physical infrastructure, daily conversations with edit ever-evolving an 20-somethings and of on-trend designs, ready we think we’re to achieve truly global scale in the next few years. investments in ourcustomer Our 2018/19 market distribution and experience, growth will consolidate our position as a global leader. fashion showed no signs of slowing down in the last of slowing down in the no signs fashion showed us looking online of and more With more 12 months. while expecting affordability, needs, for all of our shopping sustainability industry retail and inclusivity the as standard, cannot be complacent. Already worth £220 bn+, the global market for online global market bn+, the worth £220 Already STRATEGIC REPORT 19 Animal print, utility, neon and and neon utility, print, Animal natural fabrics drove both sales. menswear women’s and Print, broderie, satin and embellishment dresses day well performed exceptionally for womenswear. Shirts performed exceptionally well in menswear and we saw the return of the casual trouser in the pant. cargo – – – – – – Trending in 2018/19 in Trending Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

Going back in time with celebrateTo the launch of Disney’s The Lion King and to tap into the nostalgia of our target market, ASOS collection capsule a released DESIGN reworking with Disney, collaboration in original 90s the from graphics iconic in unexpected and creative ways. our customers our 3D printing technology has 3D footwear reduce helped to lead times up by to eight weeks 20-something 20-something design the unexpected and the new, the embrace we At ASOS, standout A unique combination of our own unpredictable. means of must-have brands, best edit the exclusives, plus we can offer of fashion exceptionally wide choice an what our and trends time and reflects the that changes all centre DESIGN at the ASOS want. With really customers anywhere enabling 20-somethings of our offering, we’re want to be. they to be whoever confidence to have the annual sales,With +£1bn ASOS DESIGN brands fashion largest the of one has become in the world – and exclusive it’s to ASOS. global interpreting in been has Its success Insta-style and 20-something trends successes customers. our to accessible them making and can doWe this because we truly get our target market and how 20-somethings live their lives. A staggeringASOS 1,000 DESIGN styles go live on our platforms each week; this is on the back of our continual with And online. trending what’s of analysis of the38% fibres from proven sustainable production and design circular plus sources, methods (see page ASOS DESIGN 24), is proving that fast fashion doesn’t have to planet. the impact our multipleour this year. 2 with best-in-class facilities including air conditioning, basketball courts and a fitness suite. Delivery Solutions: award-winning Delivery Solutions team are responsible for over £400m of outbound and returns carrier spend. In the last year, we made nearly changes 750 to our our on building either proposition, customer industry-leading delivery refining or promise our existing offering to ensure we remain as competitive the possible.commercially In as year ahead, we will be looking to further expand on our green credentials. Initiatives like our eco-friendly last-leg delivery vans in London have already saved more than tonnes of150 CO sustainability and trade Ethical mentions ofWith ethical 17m trade and sustainability social channels since our on clear it’s that our target customer 2017, wants to be part of a conversation about how their clothes are made. This adds with Fashion further our to momentum Integrity programme (see page and 28) going forward, increasing we’re the level of social posts on ethical trade and sustainability to at least three a week. our site shipped 143m units last site shipped our 143m opened during the financial financial the during opened our site serves European customers customers serves site European our Barnsley: year and is capable of shipping over 4.5m units during our peak weeks. As well as operational optimise to continuing £1.6m a automation, and processes investment has been made in the facility extending including offices,itself, new additional and catering facilities, welfare parking.car Berlin: of capacity stockholding excess with a in 20m units. In the last it shipped year, 65.5m units and is capable of shipping over 3.9m during peak weeks. The site was automated including at cost a ofin £140m, April 2019 Order Storage RetrievalSystems and more reserve for locations 845,000 than stock-conveying systems and a Pocket significantlySortation has which solution, improved the efficiencyover manual reduced also has Automation picking. time. order throughput Atlanta: year and is now serving of 100% US initial The returns. and orders customer units 10m delivered development of phase of stockholding and units 1.5m of outbound capacity each week. This capability is supported miles of 4.1 by conveyance and of opening The sorter. parcel automated an proposition customer enabled Atlanta has improvements, such as Next Day Delivery to numerous US states. The site also launched

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 18 Best-in-class fulfilment, dispatch returnsand mobile devices mobile always beenWe’ve famous for our rapid delivery and hassle-free returns. In we embarked on two ambitious 2018/19 our grow to programmes transformational our network infrastructure make global and the In stronger. even proposition customer last financialyear we have doubled our facility space, with the opening of our third US. Atlanta, in Centre Fulfilment major The automation of our Euro Hub site outside Berlin has helped increase storage estate our across capacities throughput and moreby than 60%, through smarterand processing. quicker The ASOS network now consists of three Barnsley, in fulfilment centres 3PL-operated complemented are Atlanta. They Berlin and fiveby Returns Centres: Selby & Doncaster for the UK, Sweibodzin & Poznan, Poland, and Krupka, Czech Republic for Berlin. In Atlanta, returns are processed within Centre. the Fulfilment c.75% ofc.75% orders come from c.38% increase in orders via app STRATEGIC REPORT 21 Annual Report and Accounts 2019 Annual Report creatives from our audience to work with, reshaping and reimagining continuously what Collusion could be. animal-free, It’s size-inclusive, and almost a third of the range is gender neutral. also It’s at an includes and point price affordable microtrenddrops every two weeks. trust can Importantly they customers, for the integrity of where the product has come from and still buy it at an affordable price point. Collusion wascompletely co-created with influencerscould who the representing really were we ensure audience who would be buying it. As well as the outstanding sales since launch, the success of the brand can be recognised the wear proudly who customers the by brand. Collusion ASOS PLC PLC ASOS Collusion: made by 20-somethings, for 20-somethings Created in collaboration with fast Collusion 20-something influencers, success 2018/19 our of one became stories. Collusionis part of our Venture Brands portfolio and our aim was to create a brand for the coming age that is audience an for, caters and by, shaped different. It’s something demand who given us the opportunity to really dive into twenties customers teen/early late what their from fashion. willwant Collusion constantly evolve, being as inclusive, as experimental and collaborative possible. Each year we’ll bring in more 1.9m for searches Collusion on since ASOS.com it launched For the Alpha customer, we launched Dark launched we customer, Alpha the For logo-carrier menswear a leisure Future, moments casual those for designed range in a 20-something’slife, achieving sales in of over £500k 30k (over SS19 units). collection casual men’s Another popular Crooked streetwearis London-born brand Tongues. Easily identifiable for its range of by influenced largely that’s menswear bold popular culture and the city’s skate scene, update urban an get pieces denim signature jeans leg straight relaxed label’s the with in finished come that jackets worker and classic unique colours. and washes ...to casual

With 20-somethings looking for a super super a for With 20-somethings looking glam collection for that ultimate Instagram shot, launched we an ASOS DESIGN Insta-glam aesthetic. ASOS Luxe is our 30-piece co-ords, consisting of range mini dresses and satin jumpsuits for the a target‘glam girl’, consumer market.

On working had with ASOS, “I’ve the creative freedom to do anything I want. The categories always I’ve – incredible are dreamt of doing shoes, bags, belts, glasses and socks.” “It’s always“It’s about accentuating the collection concept this and body reinforcedthat in an affordable and attainable There way. are so many different words I could throw self-respect, sex self-love, out: luxurious.” feminine, appeal, SmithLaQuan Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS A collaboration in luxury with LaQuan Smith Collaborations with the ASOS DESIGN be whether it forms; many take brand unique through talent supporting new of interpretation fashion our ranges, partnership ongoing our or classics Disney with the charities GLAAD and Help Refugees. ASOS At the end of 2018, DESIGN teamed up with LaQuan Smith, a New designer York diversifying fashion with his luxurious, next-level pieces. From form-fitting boots, standout to dresses their celebrate to invited were customers individuality inclusive, with the visionary’s unisex range created in collaboration with ASOS DESIGN.

20 From glam…From STRATEGIC REPORT 23 % sales

HITE % ASOS DESIGN ASOS W ASOS ASOS EDITION ASOS ASOS 4505 ASOS Made in Kenya ASOS ASOS Brand ASOS Highlights 2018/19 +£1bn sales 1,000 new styles a week 38 sustainable fibres to ASOS Exclusive +150 our most successful year yet Now offer both Menswear and Womenswear season, third Now in the ranges sold out Snow & Ski in a matter of days capacityProduction set to the potentially double over years three next first Menswear Launched collection Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

That’s why in April we launched our offering edit, Fashion first Modest forward options fashion our customers that are easy to find and fit their style.personal “Our partnership with ASOS marks a big milestone for Verona and the modest fashion industry this curated carefully we’ve – collection with ASOS and we’re excited for the opportunities this up.” opens Stockist, Mawji, Hassan Collection Verona All proceeds go to the charity. This is an opportunityamazing be charities the to for ableto showcase a curated selection of and popular a on products their of some well loved platform, while boosting the profile of ASOS Marketplace. “With the launch of Oxfam Fest, Barnardo’s, and TRAID on ASOS another taking we’re Marketplace, step towards making it easy and convenient for our customers to shop in a sustainable and responsible way, while supporting the crucial work of these well known charities.” and Lead Marketplace Cousins, Alex Senior Buyer, ASOS

Our modest fashion edit workWe hard to make sure the diversity offer the matches clotheswe the of the around customers diversity our of world, because we believe everyone should be able to confidentlyexpress and More fashion. through themselves to choosing 20-somethings are more dress modestly, for a variety of reasons. Reworked denim Reworked campaign For two boutiques weeks 21 in July, from ASOS Marketplace led a campaign. denim’ ‘reworked the to response great a Following January’s back in lines reworked ‘Denim total Month’, sales for the campaign came in at £6.4k for 228 units sold, with Avelinas being the highest The performing boutique. best price point item was a reworked Disney denim jacket, while the was post best-performing Instagram from jacket hand-painted denim a Lazey Vintage, with likes. 1.5k ASOS Marketplace: opening Marketplace: ASOS doors for fashion start-ups ASOS Marketplace brings together 700 together 700 brings Marketplace ASOS up-and- independent, hottest new, of the vintage and boutiques from brands coming over 45 countries. It opens doors for talented entrepreneurs start-upsfashion by connecting industry, wider the and customers with our in business coaching and with mentoring and them. to available development ASOS Marketplace welcomed In 2018/19, charity boutiques from TRAID, Oxfam and Barnardo’s, each offering a curated set of customers. our 20-something for products For the first time Designer Ricky blew us we introduced Pick a People’s – this was the the in say their have to customers for chance Desree’s designer. emerging an of future bold, colourful and retro designs bounced voting. customers got off and page the Desree Akorahson: Desree Wesley Harriott: Wesley away with his passion and enthusiasm. We loved his skill and imagination in reworking unexpected and updated in shapes classic ways as well as introducing us to brand carefully crafted silhouettes.new, Freddie really impressed the panel Games really and excited we’re about the plans that are underway for Tokyo 2020. closing and opening of up Made for wear formal attire plus ceremony official events back in the UK, the capsule warmth, account into collection takes wind-proofing, while and water- with stylish consistent and remaining values. ParalympicsGB and ASOS Lyph: Fashion Discovery Discovery Fashion have a richWe history in supporting Discovery Fashion our and talent emerging opportunity with an us competition presents exciting most brightest, unearth today’s to platform with a them to provide and brands best-loved biggest, tomorrow’s become winners launched their labels. year’s Last brands on ASOS.com in 2019: with the professionalism of his pitch and detailed business plan. loved the We enabling designs modular his of innovation their update and customise to customers with different components.look

Annual Report and Accounts 2019 Annual Report s going to Help Refugees t fi ASOS PLC PLC ASOS We firstWe partnered with the British Paralympic Association for the Rio Paralympic to design Games in 2016, wear ceremony and formal create and for the ParalympicsGB team as part of our young of profile the raising to commitment adults with disabilities. were proud We to do the same for the ParalympicsGB team Winter PyeongChang the 2018 for Three years supporting ParalympicsGB supporting years Three Fashion with a purpose 22 which helps raise funds and awareness for people caught up in the refugee crisis. “Choose Love is at the core of everything do. we can We talk about politics and the reasons for the crisis endlessly, but the fundamental thing that drives us is: if you see someone without food you should help feed that person, if people are cold should we help them be warm. If all we had love at the heart of every decision, the world would be a better place.” CEO, Co-founder & Naughton, Josie 100% of100% the pro Refugees Help For our ‘Made range, in Kenya’ we continue enterprise social a with SOKO, working and fair provides that manufacturer clothing safe employment and training. In late 2018, we launched our first Menswear collection collaborations. influencer series of with a capacity production the at forecast We factorySOKO at least doubling in the next three years. Find out more about SOKO and the ASOS Foundation on page 31. exclusive third announced also our We with GLAAD,collaboration organisation an Gender acceptance. LGBTQ promotes that collectionsneutral two include Pride ranges, with imagery from the original Pride March in New to mark York the 50th anniversary of £267k – profits All Uprising. Stonewall the – went to GLAAD. For more on in 2018/19 our inclusion work, see pages and 30. 26 teamedFinally, we’ve up with Help Refugees gender a Hamnett create Katharine to and neutral Choose Love T-shirt collection, with Our circular STRATEGIC REPORT roadmap ASOS’ circular fashion commitment is our roadmap for the future of We are delighted to be working with ASOS, whose our clothes – we are redefining our approach to design to ensure that bold commitments continue to lead the way in we keep circularity in mind at the beginning of the process. This presents sustainability, from sourcing and design for circularity to their the opportunity to design out waste, to encourage the product to remain collaborative approach, which in turn is improving sustainability in use for as long as possible and to minimise waste at the end of life. We’re certainly not there yet but we’re committed to ‘closing the loop’ across the fashion industry. on fast fashion. Professor Dilys Williams, Director, Centre for Sustainable Fashion

As part of our commitment to the Global Expert pattern cutters use innovative and Fashion Agenda’s 2020 Pledge for forward thinking practices to minimise Circularity, we’ve partnered with the Centre waste and create zero-waste garments. for Sustainable Fashion at the London “When you’re working on zero- College of Fashion to develop a bespoke waste garments, you have to curriculum and programme to train all our work really closely with the design and product teams in circular designer in order to ensure the design principles. design vision is met but that it’s “We’ve made something Design Production also production-friendly.” commercial and we’ve made it using Catherine Angus, Established Womenwear less fabric and sending less to Pattern Cutter, ASOS landfill. That’s just one small thing across five garments but if we can use those techniques going forward in other garments and tell more We teamed up with others through initiatives people about it, we can make like Ellen MacArthur Circular Fibres and a difference.” the Textile Exchange Recycled Polyester Marty Thone, Senior Designer, ASOS Working Group to collectively tackle barriers to circular fashion. 100% of ASOS designers have completed Circular Design courses +752,000 #WearNext Instagram 1 and 2 views of Make Fashion Circular’s Changing the campaign to give New York’s old system clothes a new life

We regularly share social media posts to Over the past year, we’ve reduced our encourage clothing swaps, upcycling, range of product packaging by 45% and donations to charity shops, use of textile we’re on the look-out for more efficiencies. recycling apps and washing at 30 degrees. “The donation of ASOS samples, for 100% recycled card in mail sale by Oxfam, keeps clothing in boxes and 25% recycled plastic use for longer, avoiding landfill as in mail bags well as supporting our charity.” Care, repair Packaging Michael Taylor, Head of Corporate and reuse Engagement, Trading Division, Oxfam

24 ASOS PLC Annual Report and Accounts 2019 ASOS PLC Annual Report and Accounts 2019 25 STRATEGIC REPORT 27 Annual Report and Accounts 2019 Annual Report When look we at wider inclusion, we’re sometimes but customers our for delivering to need We workplace. short the falling in workplacessee our reflect communities our identity gender and race, of terms in more ability. physical Unleashing creativity at our HQ London Our revamped London offices are now far more attuned to creative thinking. Bespoke location-and technology first mobile for spaces software, flowing mapping plus a for make all cross-functional interaction, our to conducive workspace that’s flexible workforce. creative young, (also fitness facilities new houses site The used to test ASOS 4505 Activewear), the spaces, cafés, breakout Academy, ASOS an auditorium, tech bar and concierge. Just some of the things that we hope will make ASOS an even greater place for our talent to thrive. ASOS PLC PLC ASOS

3.1% closing3.1% of our gap pay gender versus in 32.8% in 2019 (29.7% 2018) A diverse workforce is a creative workforce In the last almost year, 500 ASOSers, attended leadership, senior our including course The training. bias unconscious demonstrates how to recognise our own Following them. acting on avoid and biases with back came ASOSers many training, the creative ideas to reduce bias further. On gender diversity, continued we to close the gender pay gap, which stands at 29.7% (mean average), down from the 32.8% previous Data year. indicates that for paid are women and men roles, equivalent the same and what’s driving the pay gap is a gender imbalance in higher-paid levels of the business. started We’ve to address this with family-friendly working flexible and improved policies, a review of how we advertise and re-emphasising gender and roles our recruit inclusivity training. bias unconscious in Reporting this data in line with legislation has gender our focus to need we confirmed that and attracting, on diversity developing work retaining female leaders at ASOS. Finding tomorrow’s tomorrow’s Finding brightest talent 20-something of forefront the at Being the attracting retaining means and fashion best young designers. Every June at Graduate Fashion Week, our Heads of Design scout for promising talent to win a HQ. London our at placement paid one-year alsoWe work closely with universities, as well as the charity Fashion Awareness Direct, to reach youngsters who may typically be opportunities. accessing from marginalised Fashion DiscoveryOur 2019 competition received entries over 1,000 from budding selling benefit to from eager entrepreneurs mentorship. and ASOS on collections their Graduate Employer of Choice for Buying and Purchasing, the Times 2019 Awards Recruitment Graduate As well as finding the best future design talent, we offered paid 42 12-month four including year, the last internships in positions through the also Trust. Prince’s We Brand Technology, graduates in 40 hosted Operations and Care Experience, Customer and we partnered with Ada, the National College for Digital Skills, to launch a Level 4 Software apprenticeship. Developer internships 42 Buying in apprenticeships 23 Garment Merchandising, and Software and Technology Engineering Launched ‘Leading@ASOS’ to Launched ‘Leading@ASOS’ our top leaders 230 Our successful Festival of Learning events, aligned to our 2019 survey engagement employee findings, where we delivered an learning in of incredible amount just one week trained mental 32 We’ve health them equipped and aiders first ASOSers other to support in continued progress Our talent. supporting emerging veryWe are excited to now be apprenticeship several launching Care Customer our in programmes centre in Leavesden attended second the for Pride We year in a row in partnership with GLAAD, as well as National Student Pride Day – – – – – – – – – – Our standout moments from 2018/19

% % Phase 1 ‘Leading@ASOS’ 1 Phase For Customer 20 Care team leaders, we’re piloting Level 3 Diploma a 12-month in Chartered the by accredited Management, the by funded Institute and Management levy. apprenticeship to say are proud for ASOS work they 79 as recommend ASOS a great place to work 230 employees completed employees 230 Finding the future leaders future the Finding In the context of our ambitious growth plans, our leaders play an ever-more vital role. We need leaders who bringour values and behaviours to life, create a fulfilling employee diversity nurture and embrace experience, the power of our people. In the last nine phase completed ASOSers 230 months, one of ‘Leading@ASOS’, our leadership now are They programme. development blended-learning to a phase onto moving capabilities further. build among us among Nov2018 annual employee survey employee annual Nov2018 86 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

26 50 ASOSers received Fund Your bursaries Future 4,000 monthly views of ASOS online Academy 17,000 LinkedIn views17,000 on our Learning of Festival 95% employee engagement score score engagement employee 95% for our Festival of Learning Now in its third the year, ASOS Academy finds creative ways of building confidence and skills among colleagues, in line with our brand purpose. One example is the annual Festival of Learning, which delivered 4,000 workshops development career of hours HQ London our from and masterclasses and Customer Care centre in Leavesden – of70% the sessions were run ASOSers by themselves. The Festival achieved a 95% with 17,000 rate, engagement employee views. LinkedIn subsequent During the year, we’ve supported our diverse talent with leadership we’ve supported year, During the our diverse that workplaces and flexible, creative development programmes best selves. people be their help our behind the brand the behind people The STRATEGIC REPORT 29 83 ASOS ASOS 83 we published as part of the working with KADAV as an active participant in the Worker welfare: 2018/19 milestones rights: Worker Global our of implementation with IndustriALL Agreement Framework Global Union in our Turkish supply chain, an app now allows workers to report rights anonymously instantly and complaints independent an to violations IndustriALL Global by employed handler downloaded has been app The Union. times1,465 so far. living and practices Purchasing wage: our third Modern Slavery Statement and, in partnership with Anti-Slavery IndustriALL the International and Global developing Union, we’re a and recruitment to monitor mechanism our in workers migrant of employment Mauritian supply chain. labour: Child andin Turkey CCR CSR in China, discoveredwe’ve now and remediated cases of child15 labour since 2016. engagement: Supplier attended on suppliers conferences sourcing sustainable and trade ethical (with a focus on modern slavery) in the UK, China and India. Action Collaboration Transformation Transformation Collaboration Action (ACT) initiative, we assessed our ACT the within practices purchasing ACT first the became and framework brand to survey our suppliers against Practices Purchasing Supplier ACT’s Assessment. slavery: Modern Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

To make change stick, we need we need stick, change make To to make it systemic. We’ve still We’ve it systemic. to make

got some way to go, but the consultations, consultations, to go, but the got some way over delivered we’ve and events workshops in led to a step-change past year have the our third-party programme. brand ASOS Director, Simon Platts, Sourcing Reducing modern slavery risk in India identified programme audit Our the prevalent use of contract labour in our Indian supply chain and the associated risk of modern slavery. organisation with local We partnered Kaarak to conduct an investigation in factories which highlighted Delhi, in 13 opportunity significant a improve to recruitment the surrounding practices workers. contract of employment and we worked with our In August 2019, partner Impactt to deliver HR training factories six in from workers 16 to Delhi. Participants told us the training was “vital and informative” and we will be following up with an impact 2019. December assessment in “The Ethical Trade team at ASOS are available to talk to if have we any questions for them and are willing to help where they can. Their existing policies are also a big help – as a smaller company, have we fewer resources and time to spend these like documents developing scratch.” from Group Plaza Broster, Chloe (whose brands include: Maya, Anaya and Dolly & Delicious). Trusted textiles Trusted Certification ASOS With the programme, we can back up the sustainability claims we make, social, origin and fibre including chemical and environmental standards at factory level. are We Sustainable the to signatories also Clothing Action Plan and in our latest report we demonstrated a reduction in our water footprint and of 12.2% our carbon footprint for of 14.6% the in sold clothing of every tonne baseline). UK (2012 Ethical Trade Our Ethical Trade programme holds us to rights human to comes it when account impacts associated with our producing factory share information garments. We stakeholders other and customers with our map chain supply interactive an through and factory list, which are updated every two months. In months, the last 12 we factory unannounced 690 conducted audits against our Supplier Ethical Code with expert third-party auditors. For more detail on our Ethical Trade programme, see ourwebsite. Extending to approach our third-party brands Sourcing Responsible Branded Our ethical our extend to us allows programme sourcing sustainable and practices trading principles to the 950+ brands on the ASOS site. Self-assessments give us a clear picture of practices sustainable and ethical the of the overwhelming majority of our third-party brands. deepen To issued this, we’ve created topics e-guidebooks key on Sustainable for Centre the alongside alsoFashion. hosted We’ve monthly ethical trade workshops for over 80 brands and provided ‘deep dive’ workshops to those support. extra requesting host regularWe collaborative events, including our annual House of Lords Forum, ofin our which third-party 13 brands pledged to take further action to mitigate modern slavery risks. This forum was Young, Lola Baroness with co-hosted Co-Chair All-Party the of Parliamentary Group on Ethics and Sustainability in Fashion.

PETA applauds PETA ASOS for leading ASOS

UN Global Compact Global UN ASOS Plc Board of Directors Customers Employees Contractors Charity partners workers chain Supply products fashion Suppliers of products non-stock of Suppliers servicesand Third-party brands sold on ASOS.com Industry partners Investors sites ASOS communities around Local international and UK Local, agencies and governments Non-Governmental Organisations Regulatory authorities British Retail Consortium For a full list of our stakeholders go For a full list of our stakeholders to asosplc.com – – – – – – – – – – – – – – – – – – Fashion with Integrity – – – – – – – – – – – – – – – – – our stakeholders our the charge for compassion charge the in fashion. Taylor, Yvonne PETA Projects, of Corporate Director

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2 – and reducing exposure to environmental environmental to exposure reducing and – and social risks along theway – is a highly critical challenge. but complex, – keeping us on-track to meet our 2025 of pledge Challenge Clothing Sustainable next the cotton in sustainable more 100% we formallyfiveyears. In March2019, feathers/ silk, cashmere, mohair, banned down, bone, horn, shell and teeth across both our own brands and those we edit. map andTo identify environmental risks in our supply chain, we use the Higg Index. This year we increased the number of sites in our supply chain engaging in the Index by over 70%, helping us improve our those rewarding and decisions purchasing standards. environmental with high suppliers alsoWe joined the Zero Discharge of Zero to Roadmap Chemicals Hazardous collaborating with industryProgramme, chemical sustainable drive to stakeholders leader and textile the in management supply chains. We now knowWe the country of origin for 41% of textile fibres and haveverified that83% of the cotton we use is sustainably sourced We’re committedWe’re to using our growing global reach to respect people, animals and the customers our that products with great planet can trust. With approximately 1,000 countries, 23 in suppliers 156 factories and tracking the journey of an ASOS garment sourcing Sustainable 1

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS ransparency Index rates 200 of the world’s biggest fashion brands based on their public disclosure public disclosure based on their biggest fashion brands world’s of the 200 Index rates ransparency

T of “policy and commitments, governance, supply-chain traceability, supplier assessment and remediation, and of “policy and commitments, governance, supply-chain and remediation, supplier assessment traceability, consumption new ‘spotlight issues’ covering gender equality, decent work, climate action and responsible and production”. 28 1 T Fashion he In September 2018, we hostedIn September ‘The Future 2018, of Fashion: Transformation through together our Bringing Collaboration’. top-selling Levi’s, including brands, 90 alongside Puma, and Nike Adidas, organisations Revolution, Fashion such as Style Global Network and World’s the the Business Human & Rights Resource Centre, we discussed worker rights, transparency, practices, purchasing materials.circularity raw and Transformation throughTransformation collaboration of 200 Fashion brands in the Transparency Index 7 out Our corporate responsibility, ethical trade trade ethical responsibility, corporate Our experts work sourcing sustainable and closely with the people in our offices, local and chain supply warehouses, communities to bring our strategy to life in both our business and our supply chain. Our identify to prioritise us and help stakeholders the issues that are most important to our business and also provide expertise to help us tackle the big ethical and sustainable industry. the facing challenges it ensures that we source sustainably, trade ethically and inclusively, ethically and inclusively, trade sustainably, that we source it ensures impact of our business on the to transform and work with others in line with And, it’s environment. people, planet, animals and the matters to them. tell us really customers what our 20-something Fashion with Integrity heart of everything is at the Fashion and we do at ASOS Integrity Fashion with with Fashion 2 This means our own created garments. For third-party engagement, see page 29. garments. For means our own created 2 This Better of the Cotton or aligning to standards Initiative or Cotton or organic, Made in Africa. 3 Recycled STRATEGIC REPORT , 31

In partnership Care with Udayan

Annual Report and Accounts 2019 Annual Report India: abandoned and orphaned enabling we’re children to grow upin a safe and stable family environment. Since we’ve 2009, sponsored family homes for over 70 high to with access along children, quality education vocational training. and The ASOS Foundation also funds the properties the for bespoke construction of charity, and this year we launched a third home for girls 25 in Gurugram. £4.1 million+ donated to our charity partners since 2009 ASOS PLC PLC ASOS . It seeks Business model, pages 12-13 pages model, Business Are we on track?, pages 14-15 28-31 pages Integrity with section, Fashion 34-37 pages Risks, Principal 28-31 pages Integrity with section, Fashion OperationalCEO’s overview, pages 5-8 26-27 pages section, People 31 page Foundation, ASOS 28-31 pages Integrity with section, Fashion 28-31 pages Integrity, with Fashion 34-37 pages Risks, Principal Are we on track?, pages 14-15 32-37 pages Report, Risk Relevant information Relevant Project Pipeline is an ASOS ASOS an Pipeline is Project Workplace Trust. Workplace Prince’s SOKO Community Trust and to provide water, develop talent and and talent develop water, provide to training, infrastructurethrough wellbeing and education, and establish trade opportunities. As well as funding a supply to system rainwater-harvesting people since drinking 7,000 for water launched has Foundation the 2014, than with more Kenya, Stitching Academy successfully men and women young 40 year completing the financial in courses In the last ourending year, work with 2018. hasSOKO focused on issuing girls with washable, reusable sanitary pads made from the ASOS Made in Kenya offcuts. these were sharedIn 2018, with over 1,500 confidence and hygiene alongside girls, schools. six in training, The ASOS Foundation tackles barriers Foundation ASOS The partnership our through to employment with the programmes funded the by ASOS people the skills young Foundation give them help to need they and confidence further work, into or education move training. Over 600 young people have completed an ASOS programme in Retail, since Care Customer and Technology 442009, and graduates have been the since roles offered permanent partnership began. Kenya: collaboration in programme Foundation with Trust Carbon Wildlife Works

to supportto We work We with Centrepoint Reporting requirement Reporting Description of the business model performanceindicators key Non-financial Chain Supply matters Environmental Employees mattersSocial Rights Human Anti-bribery and Anti-corruption risks principal of management Description and and impact of business activity ASOS Foundation ASOS celebratingThis year we’re years of 10 the ASOS Foundation. proud of what We’re achievedwe’ve alongside our charity partners. Our priority has always been to help young people around the world skills education, barriers to overcome and jobs. With support from ASOS, our employees, and customers suppliers, ablewe’ve been to tackle homelessness and poverty, through education, water and sanitation. Here are just some of the projects supported: we’ve UK: young people at risk of homelessness. The funder headline the is Foundation ASOS of the Centrepoint Helpline which has now vulnerable 10,000 than more reached young people, providing them with the to need supportinformation and they help reduce the risk of homelessness. We also fund Centrepoint’s mental health, counselling, and welfare services. 20,000 young people supported Foundation ASOS by programmes Non-financial disclosures complyWe with the requirements under the provisions contained of in the sections Companies and 414CB 414CA Act 2006. The information providedbelow is to help our stakeholders to find relevant information keyon non-financial matters within this report. In addition toreport the information we are already reporting contained in underthis the following frameworks: Carbon reports, Modern Slavery Statements and UN Global Compact. For a more in-depth understanding of our policies and access to our full reporting information on key non-financial reporting non-financial matters, please reporting key full information on our to access and policies our in-depth of understanding more a For asosplc.com/corporate-responsibility to refer In the UK and Germany, now our it’s transport to all process standard port fulfilment centre from to containers railby as opposed to road. This not and emissions carbon reduces only improvesair quality, but it also delivers cost efficiencies.We are now (e.g. distances longer for rail exploring look and Germany) to China from soon. reportingforward to progress Rail over road Rail over Responsible Procurement Responsible programme Procurement Responsible Our seeks to drive visibility, promote integrity and mitigate risk in our non-stock supply currently We’re operations. and chain processes diligence and due our reviewing we are working with our vendors to fully standards. working and ethical integrate

Annual Report and Accounts 2019 Annual Report ) shows our total 4 ASOS PLC PLC ASOS At the start of 2019, we embarkedAt on the an start of 2019, partnership with Candoco, new exciting an inclusive dance company. With our offer to a able were support, Candoco able-bodied for school summer residential non-able-bodiedand dancers. “There is so much physical talent and artistic potential out there and disabled young among non-disabled adults and a huge representation wider for demand in the dance sector, and yet there is simply not enough access to training or routes into the exciting Our profession. enabled partnership with ASOS Candoco to use our expertise in inclusive dance practice to provide learning unparalleled an opportunity these for Supporting inclusive inclusive Supporting dance in the community young artists.” young Charlotte Darbyshire, Artistic Candoco Co-Director, Envir can access 2018/19 performance available at asosplc.com. when can access 2018/19 30 4 you datayear-ends.However, launchingduetodifferent timeofthisreport atthe onmental dataisunavailable operational carbon emissions to be 236,720 236,720 be to emissions carbon operational tonnes of carbon dioxide equivalent, a 10% reduction on the previous This year. reduction was mainly delivered by improving the efficiency of garment distribution and we continue to engage with our delivery carriers to increase the use of low-carbon vehicles. Lower-carbon operations Lower-carbon As a growing company, we needto decouple our growth from emissions and extend this to our supply chain.are We committed carbon our reducing to business (for order customer intensity per operations only) every year Our to 2020. (2017/18 data latest At ASOS we believe in being a business that behavesin the right Our core way. values define We whocallwe are. this The ASOS always make sure supporting To we’re Way. these values, establishedwe’ve Do The Right Thing – the ASOS Code of Integrity. Our people can anonymously report any via Code the upholding about concerns a confidential hotline More ‘Speak Up’. the Do and Way ASOS The information on Right Thing are available on asosplc.com Business with integrity with Business STRATEGIC REPORT 33 Management Oversight Management Independent Assurance – – Assurance Independent Third Line of Defence of Line Third Third Line: Third internal and external audit provide provide audit external and internal our on assurance independent activities and risk management internal controls. Second Line: Second – Business Assurance facilitate the risk providing by process management challenge. and guidance oversight, The Operating Board, Executive Committee Committee Audit and also ultimately support line, second the Board. reporting the to Annual Report and Accounts 2019 Annual Report Internal and External Audit External and Internal – – – – ASOS PLC PLC ASOS

Risk Review Risk Register ASOS Plc Board Audit CommitteeAudit Operating Board Top-Down Approach Top-Down Executive Committee Executive Group-wide Business Group-wide Bottom-Up Approach Group Business Areas Business Group First Line: day-to- – Assurance Practical ASOS within management risk day ASOS of breadth the engaging defined including leadership, accountability and ownership through and mitigation. controls of application – Risk Assessment Workshops Risk that the approach is dynamic and engaging engaging and dynamic is approach the that ASOSers. continuity While influenceour to is approach management risk our in assessment consistent a ensure to valuable of risk year-on-year, the Risk Management underpin that processes the and Framework it are reviewed regularly Business by evolves appropriately it ensure to Assurance with line business change.in – Assurance and oversight of of oversight and Assurance our risks and opportunities Our assurance and oversight echoes the ‘Three Lines of Defence model’: Top-Down Review Bottom-Up Review and strategic objectives are are objectives strategic and appropriate level of oversight. of level appropriate our operating environment are are environment operating our our risk assessment risk our framework. Executive Committee and Audit Audit and Committee Executive Committee to ensure there is the influence daily decision-making daily influence Day-to-day operational risks that that risks Day-to-day operational are escalated in accordance with accordance in escalated are and opportunities associated with and assessed by the Operating Board, Board, Operating the by assessed assessed across the business. Risks Macroeconomic and business risks risks business and Macroeconomic Assurance and of oversight our risks and opportunities Risk responsibility Risk The Board has overall responsibility for control. of application and risk management the robustness of includes reviewing This so controls internal management our risk that they remain fit for purpose and evolve dynamic business. Responsibilityin our for reviewing specific risks and controls is delegated to the Audit Committee, while the Executive Committee, Operating Board for responsible are leadership senior and mitigation and processes, implementing ground. the on controls The General Counsel & Company Secretary has executive responsibility for risk team Assurance Business The management. strategic day-to-day and the facilitates management risk our of application a providing by process and framework ensuring risk, assessment while of rigorous Controls and the effectiveness the and of Controls reviewed. also are controls those Risk assessments assist in reduce identifying to controls risk. material Mitigation and action plans are the proactively to us for focus main manage the risk so that we can prevent it from crystallising. – – – – Manage – – Our risk management process management risk Our Risks are owned, managed and officially reviewed across ASOS using the following process: Inherent and residual risks are assessed by ourrisk assessment methodology. Impact and likelihood of the risk materialising is rated, taking into account the effectiveness of any existing controls and mitigation. Deeper dives take place on our key principal risks. Risks are categorised by tolerance which shows us how acceptable the risk is, with current controls and mitigation efforts place. in – – – – Assess – – – –

Risk Ongoing and explicit explicit and Ongoing help risk about conversations promote a positive risk culture. business a in growth Continued with coupled the ASOS, like we landscape global evolving operate in, will continually alter the profile of a risk, therefore risk reviews allow risk owners and effects the see to management of mitigation. – – Monitor and Review – – Management aware while opportunity driven enables us to continue to move at the pace that we do. We recognise failure to quickly identify risks before they crystallise could stop us from achieving our mission, to be the world’s fashion destination for online one number 20-somethings. loving Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

A comprehensive risk review is Committee Audit the for prepared risks emerging and key highlighting significant changes with any along to existing risks. Regular dialogue with our with our dialogue Regular Executive Committee and PLC Board on how effectively the risks managed. being are Every formal risk review facilitated by the Business Assurance team has an exercise which seeks to trigger fresh and instinctive risk.thinking about ‘Horizon scanning’ takes place, as it provides a forward-facing identifying risks. on emerging view The ASOS Executive Committee and leadership team are within risk of perceptions and views their provide to engaged their business area and collectively across ASOS as a whole. Risks are identified across eachkey business area in relation to business objectives. our achieving – – – – – –

– Report – – – – Identify – 32 Identifying opportunities a and risks is integral an plays which process continual part in our decision making and day-to-day is there Sometimes risk without operations. no reward, so a proactive approach is taken with our accordance in management risk to risk appetite. Creating a culture that is risk Our approach to risk

at ASOS and our purpose around Everything revolves we do at ASOS driven – and that purpose mission led, purpose mission – we are effective risk through truly be secured and mission can only applies to every Risk Management Framework management. Our part to be effective manner needed in the of our business within identify us to so that it empowers and our own unique culture, to and how risks and opportunities key determine what our are in turn enables us to meet our This appropriately. manage them day-to-day objectives which underpin and our strategic objectives viability and long-term sustainable growth of our business.the risk Managing STRATEGIC REPORT

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itigating our Annual Report and Accounts 2019 Annual Report lobal trading prioritisation and strategic planning is key to ASOS PLC PLC ASOS The use of an additional in-house testing facility in Barnsley to further assess and test products for quality and out rolled been have conditions and terms supplier Enhanced to provide an increased level of robustness and governance, with improved clarity on the standards expected of suppliers, strengthened. and updated been have and policies our train and guide collaborate, influence, to continue We sustainable sourcing support our to achieving suppliers in them and ethical trade principles, and are members of key industry IndustriALL.bodies including We continueWe to deliver an audit programme in line with our Fashionwith Integrity (FWI) strategy. FWI is actively championed by our CEO, which helps to push forward the agenda internally and drive focus on our ethical standards corporateand responsibility commitments. Improved technical capacity in our Garment Technology teams, overseen by our product Technical Director, to provide increased surety that the products that we receive from our quality product and standards meet our suppliers expectations before they go on our website. network a in-country developing of are compliance We qualitytesting and facilities, control with testing enhanced identify source. to at issues reporting and capabilities and purposes.compliance ethical trade and sourcing risks by developing our expertise around product quality and ethical trading standards, led by with ultimate Director and Sourcing responsibilityour resting Directors. Retail with our We continue to make substantial progress m progress substantial make to continue We G determine risks and opportunities by market, and where, when, and how weinvest resource. Ourexpanded and fully operational global network of fulfilment and returns centres elevates previous over- also whilst site/continent, single a dependency on increasing our capacity and enabling us to provide more efficient and tailored ways of fulfilling key territories. Timely and accurate trading data is critical for planning and territory-by-territoryexecuting a strategies. Having trading that ensures Team Retail our within Team Trading dedicated stock and strategy are aligned and carefully managed, that quickly, remedied identified and are issues potential trading and that promotions and discounting can be activated quickly and responsively to drive sales and effective pricing. trends consumer monitoring to approach proactive A and competitor activities in key markets. Our internal Data Insights team combine with external reporting to provide a comprehensive analysis of country-specific data and insights. expertise can local and consultants freelance of use The particularly in knowledge, internal refresh or supplement countries where we have a less established presence. locally and/or websites language local new Launching payment local e.g. – propositions customer tailored options/methods – can significantly increase or secure our in-territory presence. – – – – – – – – – – – – – – – – – – – How do manage we the risk? – How do manage we the risk? – – – – – – r confidence r ading business business ading nes. y compelling. y derstanding of of derstanding ed by the products it sells. What’s the risk? Ultimately ASOS’ success is defin and experience customer exciting engaging, an Having first-class proposition can only get us so far if our products fall short of our customers’ expectations. know We that our confident be integrity to about want care and customers standards the and from come clothes their where about under which they are produced, with the assurance that workers and the environment are not exploited in the process. Regulatory scrutiny is also increasing in this area across the globe, and any issue is likely to result in negative impact to the ASOS brand and a loss of consumer trust. and confidence What’s the impact? Negative PR/brand damage, loss of consume and trust, compliance issues and regulatory fi our UK customer demographic and replicating our UK UK our replicating and demographic customer UK our customers engaging or understanding fully without model in global territories could stifle top-line growth which profitability. our reduces longer-term ASOShas developed an impressive market-le market UK the using engagement, customer on based model andcustomer base as our learning ‘core ground’. As we continue to develop our global platform, there is a risk of sensitivities market local misunderstanding or misinterpreting UK our replicating and preferences, or habits consumer or customers. engaging or understanding fully without model mustWe structure our international propositions effectively, using localknowledge and in-market data to inform our offering locall our is that ensure and strategy What’s the impact? Lost opportunity: anover-reliance on the un What’sthe risk? Ethical trade or sourcing issues in our supply chain movement Risk Stable owner Risk Directors Sourcing & Retail Understanding local market context, globally context, market local Understanding movement Risk Stable While the global retail increasingly is environment competitive, our transformational international projects and increasing use of strategic drive to data territory-level decision prioritisation and making mean this risk is stable. owner Risk Brand and Director Trading Experience Director

onsibility for ember is responsible for each each for responsible is ember The ASOS Plc Board is kept appraised of progress and project additional with meetings, Board at issues key “deep dives” as and when required. An Executive Committee m (or one supported by programme, transformation major cross-departmentalmore) Steering Committee that meets regularly to review the status of the project, including risks impacts.and Projects are supported by the Business Assurance function, and going forward project support and oversight will be provided on a day-to-day basis by the Company’s new Board. Operating provide to used is programme audit internal Company’s The an independentassessment on the Company’s progress with readiness. implementation and projects key implementation or design business and issues Potential concerns are reviewed and assessed as part of the periodic Business Review. Assurance Risk An Executive Committee member is assigned resp Executive the and programme, transformative major each Committee as a whole, led by the CEO, exercises collective responsibility for the strategy and structure of the business. haveWe learnt that increasing complexity over a relatively in-depthshort requires time period contingency of planning to anticipate and prepare for foreseeable risks, and to have robust tested processes in place to deal with the unexpected. and future These project learnings guide contingency planning. and investment Tech continuing (and Technology development) is crucial to improving multi-site connectivity optimisation the and efficiencies.Automation unlocking and of workflows reduce the risks associated with and need for driving efficiencies interventions, addition to manual in within infrastructure.existing The creation of a new Operating Board will help drive more day-to-day and execution on effective governance an with management, performance and monitoring increased focus on striking the right balance between business, the across place in processes getting correct agility growth plans. on without our compromising or – – – – – – – – – – How do manage we the risk? – – – – How do manage we the risk? – – – –

vily in in vily osition. iness tend tend iness vely short period of ojects are co-dependent are ojects also a risk of change “fatigue” and the potential for lost momentum across operations in our business if projects are delayed or fail to deliver. ensuring in challenges and systems, and operations workforce readiness to adapt and up-skill. This could or require resources to be diverted to address delays or remediate issues, potentially lead to diminished is There opportunity. lost and/or customer proposition What’s the risk? ASOS has grown at pace over a relati time. With our ambition as strong as ever to capitalise on the opportunity to be one of the few global leaders in retail we must continuously and rapidly evolve our business operating global sustainable support and long-term to scalable model success. and growth What’s the impact? While issues associated with scaling the bus being performance than rather near-term to impact multi-site rapid issues, underlying of symptomatic operational both introduces international expansion augmenting when risks execution complexity and lead to lost opportunity inability and/or to capitalise efficiencies. on planned What’s the impact? pr where can, disruption Operational What’s the risk? enableTo its global ambitions, ASOS invests hea transformative projects across the business to strengthen to business the across projects transformative and improve our infrastructure, systems, and capacity. inter-dependencies and complexity the of However, between projects, coupled with the scale and scope of the additional present change, for programme overall challenges. Thesein turn increase the risk of those projects not being executed smoothly, or being delayed such that fully be efficienciescannot or outcomes transformation prop customer diminished a in result utilised or Stable New risk Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

Increased risk Increased risk Reduced

Risk owner Risk CEO Risk movement Risk New risk Increasing operating complexity our model COO & CIO Risk owner Risk Risk movement Risk risk Increased Whilst a number of key, transformational complex projects are nearing stages final completion, and smooth require timely completion. Transformation projects are delayed or fail to deliver Operational risks 34 Risk movement key movement Risk

& opportunities faces a variety faces a variety ASOS ASOS all businesses all businesses Like Like which will which will of risks, many of of risks, many of that that we recognise we recognise globally, globally, equally unlock opportunities.equally unlock opportunities. As we operate As we operate the the can be dynamic and influenced by can be dynamic and influenced by risks risks emerging emerging our principal and our principal and environment. environment. macroeconomic macroeconomic risks Principal STRATEGIC REPORT 37 ng basis. y embedded and mature Cyber Security team, Cyber mature and embedded y Annual Report and Accounts 2019 Annual Report ternal tech and cyber resiliency continues to mature, ASOS PLC PLC ASOS All new suppliers go through a rigorous selection and monitor team Procurement our and process on-boarding ongoi an performance on supplier processes hedging within strengthen our our ed have We policy to ensure it remains robust while we continue to increaseour business operating model complexity and international customers. of share continueWe to perform horizon scanning and monitor the macroeconomic risks, including emerging implications of Brexit, to help prepare for any volatility in foreign exchange movements. financial planning, our in rigour of level the Increasing build helps indicators, lead our strengthening including movements sensitivitycontingency adverse and any against in foreign exchange rates. in profitability hedging drive natural to Continue through currencies. fulfilment local As our in our As focus has increasingly shifted towards assurance on our key third-party and tactical with service and providers, suppliers remediation or mitigation necessary, if and, audits strategic plans in place with those service providers deemed as ‘higher risk’ (be that due to over-reliance or concerns over the security of their systems, or risk of business failure). The use of a diverse, multi-faceted sourcing and supply chain different multiple many across jurisdictions suppliers involving helps spread the risk and make us less dependent on exporting suppliers/ key on over-reliance specificfrom countries and/or continuously monitored. is This brands. Over the months past 12 the Business Assurance function assessments impact business of results the implemented has Continuity Business capabilities in ASOS’ enhanced and supply and operations care office, customer head ASOS’ refreshed The centres. fulfilment our including chain, incident on assurance greater provides approach notification, management. escalation and We haveWe a full led by our CISO, who monitor the cyber threat and intelligence Significant web. dark the actively monitor and landscape progress has been made over the months past 12 with strategically. tactically both mitigation and plans, The Data Protection team actively engage across ASOS teams to ensure we have visibility of the collection, use and reuse of data and any new projects that require customer or employee data, while ensuring the right training and awareness is in place. A data breach response plan is in place for use in a major incident. updated and assessed are processes and Security controls Security Cyber carry penetrationcontinuously. regular out testing toidentify any potential weaknesses in our systems and infrastructure. Our CISO and DPO work collaboratively to ensure share to and issues key cross-functional on alignment opportunities. and areas risk intelligence on Policies and privacy notices are reviewed regularly and developments. corporate or legal to according updated across (MFA) authentication factor multi of Implementation ASOS over the past year has enhanced our protection against phishing and malware attacks, while cyber engage positively to continue campaigns awareness ASOSers on the topic of cyber security. where determine to reviewed been have contracts Supplier remediation action is needed, and any new supplier contracts include the required clauses to legitimise data risk. minimise sharing and – – – – – – – – – – – – – – – – How do manage we the risk? – – – – How do manage we the risk? – – – How do manage we the risk? – – – – – – – ations risk negatively nce. rd-party service and suppliers ness. posure. d global retailer and sell products to oyee or customer confidence. idental loss of data – either from external from either – data of loss idental ity. Any potential exposure to volatility yber security landscape is continuously evolving, with We are a UK-baseWe different currencies, many in world the across customers Accounts Financial our in revenues recognising whilst in pounds sterling. Global growth and the increasing from us with shopping customers of proportion international markets will continue to drive greater foreign exchange ex What’s the impact? opportunLost in foreign exchange rates creates increased risk on our profitability. We are reliantWe on multiple thi to website from journey customer the throughout providers fulfilment, to the product itself. This means that if there is a failure on their part, we may suffer from a disruption to our operations and overall busi What’s the impact? Any failure in day-to-day oper impacting our ability to process or fulfil customer orders, opportunity lost proposition, customer reduced in resulting confide customer of loss a and What’s the risk? The c threats becomingmore sophisticated and aggressive. As a pure play online retailer, ASOS uses data for a diverse receive orders, process to including reasons, of number payment and effectively engage with our customers on a regular basis. With more than million 20 active customers worldwide, we work with a variety of third-party suppliers, and we employ over 4,000 ASOSers – with that comes a lot of responsibility to protect the integrity of data being used and processed, and it means that we will always be a target for cyber threats. What’s the impact? acc Deliberate or attack or an internal control weakness – could lead to issues, regulatory compliance damage, reputational and and a loss of empl What’s the risk? What’sthe risk?

Foreign exchange movement exchange Foreign movement Risk Stable owner Risk CFO Key thirdKey party supplier or service provider failure and business continuity movement Risk Stable owner Risk CIO, COO & Retail Directors Cyber threat and data security movement Risk Stable owner Risk Officer Protection Data (DPO) and Chief Information Security Officer(CISO)

es. at its heart. nue to drive the uniqueness of our product offering have a knowledgeable and Tax Customsteam who We conti via unique ranges only available on ASOS.com such as ASOS DESIGN, ASOS EDITION, ASOS 4505, Collusion, and style edits and exclusive products from brands on site. This is alongside our expanding diverse and inclusive ranges. modest offering and sustainable product with haveWe overhauled both our marketing and studio production strategies during the year to make sure that our amazing. look communications customer and product investWe significantly in logistics, fulfilment, delivery, offer our ensure to experience customer and brand is compelling – to keep our existing customers loyal, customers attract to new and customers to re-activate most effectively. In addition to continuing to invest in driving acquisition of new customers we also need to maximise the loyalty and life time value of existing customers. are using We technology and data to optimise how we do both of these. This will involve the use of machine learning and data science to be more targeted in how we acquire and customers. our engage continueWe to work with brands in promoting products that are only exclusively available to buy on ASOS.com, leveraging our scale and first mover advantage to curate a broad and diverse fast-moving product offering, with newness We to markets, key in regulators and authorities with engage globally developments or changes local of abreast keep and recommend changes or adaptations to our business operations to mitigate the impact. The Executive Committee and cross-functional Brexit Steering Committee continue to monitor, model and assess the recommending Brexit, of implications and outcomes potential address to operations business our to adaptations or changes risks. perceived mitigate and haveWe fulfilment centres in three different core territories (UK, Europe and US), providing cover in the event of disruption at a particular facility. In particular, the ability to serve our European customer from Euro Hub, and our UK/ Rest of World customers from Barnsley, is advantageous for our Brexit preparations, helping to insulate us against potential UK/EU cross-border disruption and the risk of a proposition. customer diminished haveWe a diverse, multifaceted sourcing and supply chain to multiple locations. helps multiple in suppliers This involving individual country an on and/or over-reliance an minimise supplier or brand, and allows us to utilise our extensive network in the event of capacity or capability changes. haveWe external advisers who provide us with additional required. when information support or All ASOS employees who are not UK nationals have been offered support from our People Team on their particular circumstanc – – – – – – – – – – – How do manage we the risk? – – – – – How do manage we the risk? – – – – – – ainty. ainty. icted in our ability our icted in to vely with ASOS for all s. What’s the impact? Failure to evolve our business model, our enhance proposition, and be top of mind for our audience in an ASOS in result could increasingly competitive environment, losing opportunity and market share. need We to stay having customers despite relevant and game the of ahead more choice in front of them. Customers being swayed by the presence of more nimble business models could impact on profitability. and growth longer-term What’s the risk? exclusi shopped once that Customers their online fashion needs are now exposed to an increasingly global and competitive e-commerce environment that is more first the of one Being before. ever than diverse and fierce e-commerce players in the retail space, we are viewed as the model for success and as a result our business model is being could competitors, we meaning increasingly replicated by end up in a race to commoditisation and become part of the status quo if we evolve don’t our playbook. Many competitors are also engaging in aggressive – often unsustainable – promotional activity, some in an attempt to steal market share distres financial to due others and What’s the impact? Operational disruption if we are restr source and sellproducts across borders. This could lead to proposition, customer opportunitylost diminished and from buy and with engage to willingness customer impacting us. Profitability may also be put at risk as a consequence of changes to tariffs or customs legislation. What’sthe risk? factors can geopolitical and macroeconomic Specific influence our business and ability to trade across borders. Governments in key markets influence cross-border control, which could make it more difficult for us to source, buy and move products into and out of the territories we operate in. Brexit is at the forefront of our strategic planning and uncert geopolitical current a as preparations Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Risk owner Risk Experience Director Brand Increased risk Increased saturation increased to Due 20-something the of the and e-commerce market of aggressiveness increased activities. competitor Risk movement Risk Shift in e-commerce market dynamics Risk owner Risk Brexit Team, Trading Committee Steering Increased risk Increased political global The shift to continues landscape uncertainty ongoing with and Brexit surrounding emerging trade wars which has increased the volatility of this risk. Risk movement Risk Market risks Brexit including uncertainty, Geopolitical 36 Key BOARD OF DIRECTORS Audit Committee Nomination Committee Remuneration Committee

04 Rita Clifton 06 Hilary Riva 08 Karen Geary 01 02 03 04 Independent Non-executive Director Independent Non-executive Director and Independent Non-executive Director Chair of the Remuneration Committee Appointed April 2014 Appointed October 2019 Appointed April 2014 Experience Rita is chair of BrandCap, Experience Karen is a former FTSE 100 the global brand consultancy, as well as Experience Hilary joined Shepherd HR Director with an extensive track record in being a portfolio chair and non-executive Neame, Britain’s oldest brewer, as a the technology industry. Between 1998 and director. Her current roles include the board non-executive director in April 2016. She is 2013, Karen was with The Sage Group plc,

of Nationwide Building Society and as also a director of the property business, where she built the HR function and was a GOVERNANCE senior independent director of Ascential plc, Swan Quay LLP and The Alexander Centre member of the executive committee from the specialist global information company. Community Interest Company. Hilary 2004. Between 2014 and 2016, Karen Previous non-executive directorships resigned from the board of Shaftesbury Plc was chief people officer at Wandisco, Inc., include Dixons Retail plc, Bupa, Emap plc in February 2019 and from the board of based in the US. She was most recently with 05 06 07 08 and Populus, the market research firm. London & Partners Limited in November Micro Focus International, the FTSE 100 Rita started her career in advertising, 2017. Between 1996 and 2001, Hilary was software company, as chief human becoming vice chairman and strategy a member of the management board of resources officer, having initially joined director at Saatchi & Saatchi. She joined Arcadia serving as managing director of the business as a non-executive director and Interbrand as chief executive officer of the Evans, Topshop, Principles, Wallis, Dorothy chair of the remuneration committee London office in 1997, becoming chairman Perkins and Warehouse. In 2001, as in 2016. in 2002. She’s a fellow of WWF-UK, the managing director of Rubicon Retail, she Karen brings over 20 years of executive conservation and environmental protection jointly led the management buy-out of leadership experience across start-up charity, and has been a member of the Principles, Hawkshead, Warehouse and and listed blue-chip organisations, as government’s Sustainable Development Racing Green from Arcadia. Following well as international HR and business Commission. Rita has also chaired the the sale of Rubicon in 2005, Hilary joined transformation experience across a variety sustainability charity TCV and sits on the the British Fashion Council as chief executive of industries, particularly in Europe and the Assurance and Advisory Board for BP’s officer on a pro bono basis. Hilary stood US. Karen is currently non-executive director carbon offsetting programme, Target down in 2009 having put in place the at National Express Group plc. 01 Adam Crozier 02 Nick Beighton 03 Mat Dunn Neutral. In 2014, Rita was awarded a CBE industry engagement, strategic plan, Chair Chief Executive Officer Chief Financial Officer for services to the advertising industry. financial resources and management structure to provide a sustainable future Anna Suchopar Appointed November 2018 Appointed Chief Financial Officer in Appointed April 2019 for the organisation. Hilary was awarded General Counsel & Company Secretary April 2009 and Chief Executive Officer 05 Ian Dyson an OBE for services to the fashion industry Experience Adam is currently chairman Experience Mat is a chartered in September 2015 Senior Independent Director and Chair in 2008. of Whitbread plc and Vue International. management accountant with over 15 years of the Audit Committee Appointed 28 June 2019 Previous non-executive directorships Experience Nick is a chartered of post-qualification experience. He has include Stage Entertainment BV, G4S plc, accountant, who qualified at KPMG and significant international experience in both Appointed October 2013 07 Nick Robertson Changes during the year Debenhams plc and Camelot Group plc. has been Chief Executive Officer of ASOS developed and developing markets, as well Founder and Non-executive Director since 2015. He joined the Company as as experience leading major commercial Adam has had over 20 years’ experience Experience Ian is the senior independent Chief Financial Officer in 2009 and took and functional improvement and Brian McBride as a chief executive officer across four director of Flutter Entertainment plc (formerly Chair the expanded role of Chief Operating transformation programmes. Appointed Co-founded ASOS.com Ltd different industries, most recently as the chief Paddy Power Betfair plc) and chairman of (Resigned 29 November 2018) Officer in 2014. During his tenure, ASOS in 2000, and served as its Chief Executive executive officer of ITV plc from April 2010 Before ASOS, Mat held various financial the audit committees of Intercontinental has grown both in the UK and around the Officer until September 2015, when he Brian sits on the UK government’s Digital to June 2017. Over that time he has built planning, management and leadership Hotels Group PLC and SSP Group plc. Advisory Board, facilitating the delivery world. Today, ASOS is one of the leading became a Non-executive Director a strong track record in turning around positions at SABMiller plc from 2002, He has more than 20 years’ experience in of world-class public services through fashion destinations for 20-somethings troubled organisations and for his ability before joining EMI Music Limited as chief the public market arena and has held both Experience Nick’s career began in emerging technologies and digital trends. globally, trading in almost every country in Brian is the senior non-executive director to build and lead successful management financial officer of their Global Catalogue executive and non-executive directorships 1987 at the advertising agency Young & the world. Before ASOS, Nick was head of and chairman of the Remuneration teams. Under Adam’s leadership, ITV was division in 2009. He returned to SABMiller at FTSE 100 and FTSE 250 companies. He Rubicam. In 1991, he moved to Carat, finance at Matalan in 1999, later moving Committee at AO World Plc, an online transformed into one of the most successful plc in 2010, where he held the role of chief was group finance and operations director the UK’s largest media planning and into the role of business change and IT retailer specialising in household and dynamic media and content companies financial officer of Asia until 2014 before of Marks & Spencer Group plc from 2005 buying agency. In 1995, he co-founded appliances, and a senior adviser at director. He joined the Matalan retail board in the world and its financial performance becoming chief financial officer of South to 2010 before becoming chief executive of Entertainment Marketing Ltd, a marketing Lazard. He’s also a member of the in 2003. In 2005, Nick joined the board of improved dramatically. African Breweries Limited from 2014 until Punch Taverns plc in 2010. Before that, Ian services business. He is Chairman of the Advisory Board of Scottish Equity Partners. Luminar Entertainment Group as finance Brian was chairman of Wiggle Ltd until 2015. In 2015, Mat joined the board was group finance director of Rank Group ASOS Foundation, a registered charity Before joining ITV, Adam was chief director, and became a member of the EU May 2018 and continues to serve on the of Britvic plc as chief financial officer. Plc and was formerly a non-executive funded by ASOS which works to executive of Royal Mail, where over eCommerce Task Force and the Future Fifty director and chair of the audit committee improve the lives of young people in board of the private-equity owned online seven years he led its modernisation and Programme Advisory Panel. Nick is also a cycling and apparel business. Brian was of Misys Plc. the UK and overseas through long-term the UK managing director of Amazon.co.uk member of the Retail Sector Council and is a transformed it from a heavily loss-making partnerships with established local from 2006 to 2011. position to profitability. Prior to Royal trustee of the ASOS Foundation. charities. Nick was awarded an OBE in Mail he was chief executive officer of 2011 for his achievements in the world Andrew Magowan The Football Association between 2000 of fashion retailing. General Counsel & Company Secretary and 2002 and Joint chief executive officer (Resigned 28 June 2019) of Saatchi & Saatchi from 1995-2000.

PAGE 38 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 39 CORPORATE GOVERNANCE REPORT

Corporate governance framework

Board & Committee structure The table below sets out our governance framework and outlines Senior Independent Director, the Executive Directors and the division of responsibilities between the Chair and the CEO, the Non-executive Directors, and our Committees. as agreed by the Board, along with a summary of the roles of the GOVERNANCE The Board The Board is responsible for the long-term sustainable success of is appropriately managed and achieves its objectives in a way that the Company, by ensuring that ASOS, its subsidiaries and all its is supported by the right culture and behaviours. The Board sets the businesses (the Group) are managed for the long-term benefit of Group’s risk appetite, and reviews the controls applied to operate all shareholders, while having regard for employees, customers, the business in line with that appetite. It determines, monitors and suppliers, and our operational impact on the community and oversees risk management processes, financial controls and audit environment. It sets the Group’s purpose, strategy and values processes to ensure ASOS operates effectively and sustainably in and is accountable to shareholders for ensuring that the Group the long term.

At ASOS we champion the benefits of a diverse Board and Chair Senior Independent Director Non-executive Directors Chief Executive Chair’s Governance we have a strong track record of female representation on the —  Responsible for running the —  T rusted intermediary for other —  Sc rutinise and constructively —  Responsible for proposing the Statement Board. As at the date of this report, we are pleased that female business of the Board Non-executive Directors challenge the performance of strategic focus to the Board directors comprise 38% of our Board. —  Ensures the effectiveness of —  Supports the Chair management in the execution —  Implementation of strategy the Board and appropriate —  A ppraises the Chair’s of our strategy —  Overseeing the engagement For ASOS Plc ‘Doing the Right Thing’ underpins every part A key mechanism for informing our future development plans strategic focus and direction performance —  Pr ovide sound independent of ASOS through the of our business model, and good corporate governance is a as a Board is our annual Board performance and effectiveness —  Promotes high standards of —  A vailable to shareholders judgement to Board Executive Committee. key part of this. We recognise the need for ensuring that an evaluation. This year the evaluation was internally facilitated corporate governance where concerns arise discussions effective governance framework is in place to give our through an anonymous online questionnaire. It confirmed the —  Encourages open debate — Protect long-term shareholders, employees, suppliers and other key stakeholders effectiveness of the Board whilst providing a constructive between the Executive and shareholder value the confidence that the business is effectively run and has the agenda for continued improvements. More information can Non-executive Directors platform to realise its strategy, while still maintaining the culture be found on page 43. that enables us to grow. A key focus of the 2018 UK Corporate Governance Code is It has been a challenging year for ASOS and Board focus has stakeholder engagement. During the year, we appointed Rita The Board has delegated specific responsibilities to the Board shared with all Directors and each Committee Chair provides a been on ensuring that the Company identified the root causes Clifton as our designated Non-executive Director for employee Committees: Audit, Remuneration and Nomination. The duties of verbal report on Committee activities to the Board following each of its operational issues, fixed them, and reset the business for engagement matters, to enhance the voice of ASOSers in the each Committee are set out in the Committee’s Terms of Reference, Committee meeting. Each Committee has access, at the cost of the the short-, medium- and long-term sustainable success boardroom. Rita met with the Chairs of our employee forum, which are available at www.asosplc.com. Details of each of the Company, to the resources, information and advice that it deems of ASOS. The Board has been highly engaged, supporting In Touch, to discuss areas of concern and opportunities, which Committee’s activities during the year are set out in the Committee necessary to enable the Committee to discharge its duties. reports on pages 46 to 69. The minutes of Committee meetings are and challenging senior management and is committed to she fed back to the Board. making the hard decisions necessary to support this During the year, we have applied the principles of, and transformational phase of our business. Audit Committee Nomination Committee Remuneration Committee complied with, all the provisions of the UK Corporate In October 2019 we announced the significant strengthening Governance Code 2016. The Code can be found on the More information on the composition, More information on the composition, The composition, responsibilities and of our Board with the appointment of four Non-executive Financial Reporting Council (FRC) website www.frc.org.uk. responsibilities and activities of the Audit responsibilities and activities of the activities of the Remuneration Committee Directors. This follows the appointment of Mat Dunn as CFO The FRC published an updated UK Corporate Governance Committee are set out in the separate Audit Nomination Committee are set out in the are set out in the Directors’ Remuneration Committee Report on pages 46 to 48. separate Nomination Committee Report Report on pages 51 to 69, along with our in April 2019. The appointees bring with them a wealth of Code in July 2018, which applies to ASOS from 1 September on pages 49 to 50. Remuneration Policy and details of how that knowledge and skills across online retail, technology, logistics, 2019. We have reviewed the requirements of the new Code policy was implemented during the year to people management and international markets, and mark the and we will report on our compliance with this Code in next 31 August 2019. expansion of our Board to reflect ASOS’ increased size and year’s Annual Report. scale. We further announced that Hilary Riva and Rita Clifton will be stepping down from the Board when their six-year Disclosure Committee Executive Committee The Board delegates responsibility for the day-to-day management tenures come to an end in April 2020. I’d like to take this of the Group to the Executive Committee. Led by the CEO, the Executive Committee is collectively To verify the accuracy and oversee the responsible for developing and implementing strategy, operational plans and budgets; monitoring opportunity to thank Hilary and Rita for the important role they timeliness of Group disclosures and overall operational and financial performance; overseeing key risks; and management have played in the development of ASOS and the Board over material information as per regulatory development. The Executive Committee meets on a monthly basis. their tenure. More information on the new appointments Adam Crozier framework. can be found in the Nomination Committee Report on Chair page 49. 15 October 2019 Operating Board The Executive Committee delegates authority to the Operating Board to manage short-term activities related to trading, retail performance, customer acquisition and operational execution, to drive profitability and the ASOS vision. The Operating Board meets on a weekly basis.

PAGE 40 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAG E 41 Corporate Governance Report continued

Board performance Shareholder meetings Plc Board meetings Committee meetings Board diversity Audit Remuneration Nomination An effective Board is vital to the success The AGM is the principal forum for of ASOS and, in order to ensure that the dialogue with private shareholders, Eligible Attended Eligible Attended Eligible Attended Eligible Attended to attend to attend to attend to attend Board continues to operate as efficiently and we encourage shareholders to as possible, and that each Director is attend and participate. The AGM was sufficiently committed to their role, the held on Thursday 29 November 2018 Adam Crozier1 9 9 – – – – 2 2 38% Board conducts regular evaluations of at our head office in London, and the Nick Beighton 11 11 – – – – – – its performance, as well as that of its results of voting were published on our 62% Mat Dunn2 4 4 – – – – – – Committees and individual Directors, website www.asosplc.com. usually annually and led by the Chair. GOVERNANCE Rita Clifton 11 11 4 4 5 5 3 3 This year’s AGM will be held at 12 noon During the year, the Board conducted Ian Dyson 11 11 4 4 5 5 3 3 on Wednesday 27 November 2019 at an internal evaluation by way of an online our head office in London. Full details are Hilary Riva 11 11 4 4 5 5 3 3 questionnaire. The Directors were invited to included in the Notice of Meeting, which Nick Robertson 11 11 – – – – – – comment anonymously on the composition Women Men is sent to shareholders at least 21 days 3 of the Board, its effectiveness during the Brian McBride 2 2 – – – – 1 1 before the meeting. The Chair and the year, the performance of the Chair, SID, Chair of each Committee, as well as all 1 Adam Crozier was appointed as Chair and Non-executive Director at the Annual General Meeting on 29 November 2018. We are committed to encouraging diversity CEO and Committees, as well as the culture 2 Mat Dunn was appointed to the Board on 23 April 2019. other Directors, attend the AGM and are among our workforce. Further information of the Board. The results of the questionnaire 3 Brian McBride stepped down as Chair and Non-executive Director following the Annual General Meeting on 29 November 2018. available to answer questions raised by on diversity within ASOS can be found on were collated, and recommended actions shareholders. Shareholders vote on each page 27. were presented to the Board for discussion. resolution by way of a poll. Board meetings the Company’s expense when necessary to Board composition The Board, on the recommendation of the The Board agreed that it was satisfied with support the performance of their duties as the overall performance of the Board during Website and shareholder The Board held eight scheduled meetings The Board is currently composed of the Nomination Committee, makes decisions directors. During the year, the Chair met the year, that the Directors had worked during the year and met an additional three Chair, two Executive Directors (the CEO regarding the appointment and removal communications with the Non-executive Directors without well together and that the Board and its times to consider matters of a time-sensitive & CFO) and five Non-executive Directors, of Directors and there is a formal, Our website www.asosplc.com provides the Executive Directors being present. rigorous and transparent procedure Committees had discharged their duties nature. Directors are expected to attend all four of which are considered to be effectively. The review identified some a range of corporate information on our Board and relevant Committee meetings. Throughout their period in office, the independent. There were some changes for appointments. To facilitate their business, results and financial performance, understanding of ASOS and provide an opportunities for the Board and some of The table above sets out attendance at all Directors are also updated on the Group’s to the composition of the Board of Directors the areas of focus for the year ahead including copies of our Annual Report Board and Committee meetings held during business areas and the regulatory and during the year. At the Annual General insight into the experience of an ASOS and Accounts, announcements and employee, all new Directors receive a include continuing to develop the operation the year to 31 August 2019. industry-specific environments in which they Meeting (AGM) in November 2018, Brian of the Nomination Committee, to broaden presentations. operate by way of written briefings and McBride stepped down as Chair and comprehensive, formal induction tailored The Board and its Committees receive the focus to succession planning and Meetings, roadshows and meetings with senior executives and, where Non-executive Director, following six years to their needs, including site visits, appropriate and timely information before culture, and to enhance the relationship appropriate, external parties. Appropriate on the Board. He was succeeded by Adam briefings from senior managers on key conferences each meeting, a formal agenda is produced between the Non-executive Directors and training is also available to all Directors to Crozier. In April 2019, Mat Dunn joined areas of the business and meetings with The Directors actively seek to build a mutual for each meeting, and Board and senior management. develop their knowledge and ensure they the Board as CFO and in October 2019, external advisers. In accordance with the understanding of objectives with institutional Committee papers are distributed several stay up to date on matters for which they we announced the appointment of four UK Corporate Governance Code, all of shareholders. Shareholder relations are days before meetings take place allowing have responsibility as a Board member. Non-executive Directors who will join us our Directors stand for re-election annually Relations with managed primarily by the CEO, CFO and all Board members to contribute, even if In addition, a Directors’ and Officers’ throughout FY20. Short biographies for the at every AGM. The Board unanimously Head of Investor Relations, supported by they cannot attend. Any Director can shareholders Liability insurance policy is maintained Directors that are appointed as at the date believes that the contributions of each our Chair as appropriate. A calendar of challenge proposals, and decisions are ASOS is committed to communicating for all Directors. of this report are set out on pages 38 to 39. Director standing for re-election continue events is set out on page 44 of this report. taken democratically after discussion. Any openly with its shareholders to ensure that More information can be found in the to be effective. We therefore encourage In addition, we review analysts’ notes Director who feels that any concern remains its strategy and performance are clearly Key Board actions during Nomination Committee Report on page 49. shareholders to support their re-election and brokers’ briefings to achieve a wide unresolved after discussion may ask for that understood. During the year, numerous the year and, in the case of Mat Dunn, Karen Geary, understanding of investors’ views. The concern to be noted in the minutes of the The Board is satisfied that its Directors have activities were undertaken to engage with Luke Jensen and Mai Fyfield, election at the Board is kept informed of the views and meeting, which are then circulated to all –– Approved the £350m revolving an appropriate balance of skills and our shareholders. AGM on 27 November 2019. concerns of major shareholders through Directors. Specific actions arising from credit facility experience, and there is a suitable balance Results and routine briefings from the Head of Investor such meetings are agreed by the Board or between independence of character and –– Reviewed and monitored the Capital announcements Relations, and investment reports from relevant Committee and then followed up judgement, and knowledge of the Expenditure programme analysts. The Non-executive Directors, by management. Company, to enable it to discharge its duties We communicate with shareholders through including the Senior Independent –– Reviewed the Group’s overall strategy and responsibilities effectively. All Directors our full-year and half-year announcements The Directors have access to the advice and Director, are available to meet with major are encouraged to use their independent and trading updates. We invite institutional services of the Company Secretarial team, –– Approved expenditure for the shareholders whenever required to discuss judgement and to constructively challenge shareholders and analysts to attend including the General Counsel & Company Transformation project issues as they arise. all matters, whether strategic or operational. presentations following our full-year and Secretary, who is responsible for ensuring –– Discussed the strategic objectives and We have effective procedures in place to half-year announcements. The presentation that all Board procedures have been performance measures for FY20 monitor and deal with conflicts of interest. slides and webcasts of the presentations are complied with. The appointment and Any changes to the time commitments and made available at www.asosplc.com. removal of the Company Secretary is a interests of its Directors are reported to and, matter reserved for the Board as a whole. where appropriate, agreed with the rest of Individual directors are also able to take the Board. independent legal and financial advice at

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The table below sets out the key institutional shareholder engagement activities carried out during the year. Appropriate approvals: all material Appropriate engagement: recognising contracts are reviewed by the Procurement that, where standards and policies apply Month Conference name Where and Legal departments, and signed by a across ASOS, they are only effective if their senior executive of ASOS. intended audiences fully engage with them, and that ASOS has a non-traditional but October 2018 Full Year Results Roadshow London, Boston, New York, Toronto Appropriate oversight: as businesses effective culture, we dedicate a lot of time change, so do their challenges and risks. and effort to ensuring that all ASOS-wide Given ASOS’ continued growth, the Board November 2018 JP Morgan Best of British Conference London standards and policies in all areas (including regularly reviews all standards and policies business integrity, anti-bribery, gifts and to ensure they remain appropriate to ASOS

Berenberg West Coast Consumer Conference San Francisco hospitality, intellectual property and design GOVERNANCE as its size and shape evolves. The most rights) are compiled and communicated to significant of these is our risk management the organisation in a way that resonates December 2018 Berenberg European Conference Hampshire process, which is based around our Risk with and engages ASOSers. Register. The Business Assurance function April 2019 Half Year Results Roadshow London, Boston, New York, Chicago, Toronto has primary responsibility for the Risk Appropriate internal disclosure: Register. It has deep links with the Executive with a business as large as ASOS, we know Directors and senior management team in we rely on our people to be our eyes and May 2019 Citi Internet Day London its oversight of risk and its management. ears on what’s happening across the Through its review, and the implementation organisation. So we have a number of ways JP Morgan Consumer Conference London of business continuity plans to address key in which ASOSers can provide us with risks with an immediate impact, risks facing feedback on any matter, including anything the business are re-assessed and potential that just doesn’t feel right. One of those – Financial controls –– The Board has established an Non-financial controls actions are considered and implemented to We’re Listening – is through an external organisational authority structure, with mitigate against those risks and prepare the independent provider which anyone ASOS has an established framework of ASOS has a number of non-financial clearly defined lines of responsibility business to handle them should they arise. connected to ASOS can contact to share internal financial controls, the effectiveness controls covering areas such as legal and and approval thresholds, to specify The Risk Register is reviewed on a regular concerns about the business. This service, of which is regularly reviewed by the regulatory compliance, business integrity, the transactions requiring its approval. basis and presented to the Audit Committee which is anonymous, multilingual and Executive Committee, the Audit Committee health and safety, risk management, The CFO is responsible for the functional twice a year. independent, can be contacted through and the Board as an ongoing assessment business continuity and corporate leadership and development of ASOS’ a website portal or by calling a local-rate of significant risks facing the Company. responsibility (including ethical trading, Appropriate assistance: each year, finance activities, including compliance telephone number. The Audit Committee is supplier standards, environmental concerns Deloitte, our internal auditors, carry out –– The Board is responsible for reviewing with this organisational authority structure. advised of any significant concerns raised and employment diversity). The key elements reviews of our internal processes in a and approving overall Company strategy, through this service and subsequent –– There are comprehensive procedures for of those non-financial controls are set out number of different areas to assist with our approving revenue and capital budgets investigations. We seek to ensure that all budgeting and planning, for monitoring below and remain consistent with the risk management processes, provide and plans, and for determining the ASOSers, new and long-serving, know of and reporting to the Board business previous financial year in order to provide an objective independent view of the financial structure of ASOS including these feedback channels and encourage performance against those budgets and important continuity across our fast-moving effectiveness of various procedures and treasury, tax and dividend policy. their use across ASOS. plans, and for forecasting expected business (specific details within these key policies, and identify where improvements Monthly results and variances from plans performance over the remainder of the elements are adapted and revised as could be made. Deloitte report to the Audit and forecasts are reported to the Board. financial period. These cover profits, appropriate). Committee; and the day-to-day relationship –– The Audit Committee assists the Board cash flows, capital expenditure and is managed by our General Counsel & Appropriate standards and policies: in discharging its duties regarding the balance sheets. Monthly results are Company Secretary with links into the the Board is committed to maintaining financial statements and accounting reported against budget and compared Business Assurance function, and with input appropriate standards for all our business policies, as well as with the maintenance with the prior year, and forecasts for from the CFO. The internal audit plan for activities and ensuring that these standards of proper internal business and the current financial year are regularly each year is compiled after consultation are set out in written policies. Key examples operational and financial controls, revised in light of actual performance. with the Executive Committee members, of such standards and policies include Do including the results of work performed by approved by the Audit Committee and the –– ASOS has a consistent system of prior The Right Thing, our Code of Integrity the internal audit function. The Committee reports and recommendations from each appraisal for investments, overseen by (designed to ensure that everybody who provides a direct link between the Board audit are reviewed by the relevant business the CFO, with defined financial controls works for and on behalf of ASOS acts and the external and internal auditors department, the Executive Committee, Audit and procedures with which each business with integrity, behaves ethically and works through regular meetings. Committee and Business Assurance. area is required to comply to be granted within best practice); Fashion with Integrity, investment funds for development. our corporate responsibility framework Regular post-investment reviews are also standards, which include objectives relating carried out to check the extent to which to the impact that the Group’s activities investment cases were delivered in line have on the environment, workplace, with plans. marketplace and community (further details of which are set out on pages 28 to 31) of this report; and the ASOS Supplier Standards (which set out the core trading requirements expected of all ASOS suppliers).

PAGE 44 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 45 AUDIT COMMITTEE REPORT

Committee membership –– Considering reports on the Company’s The Board has discussed areas of risk with & activities Gifts and Hospitality Policy. the auditors and agreed for the following areas of heightened risk to be reviewed and The members of the Committee are –– Reviewing the Committee’s Terms assessed in the audit of ASOS’ performance independent Non-executive Directors who of Reference. in the financial year to 31 August 2019. possess the necessary depth of financial The Committee has engaged the following and commercial expertise to fulfil their role. –– Capitalisation of costs may not be external advisers to help it meet its Detailed information on the experience, appropriate: given the high level of responsibilities, both of whom are invited skills and qualifications of all Committee internal development of software there is to attend Committee meetings unless members can be found on pages 38 to 39. a risk that staff costs are inappropriately

they have a conflict of interest: GOVERNANCE The Board is satisfied that the Committee capitalised. PricewaterhouseCoopers LLP (PwC) act as Chair, Ian Dyson, has recent and relevant external auditors to ASOS and Deloitte LLP –– Revenue may not be correctly financial experience. act as our internal auditors. The Audit recorded: as revenue is recognised on Although not members of the Audit Committee Chair and members also despatch and the returns provision is Committee, our Company Chair, CEO, regularly meet with both the external and based on estimates there is a risk that CFO, General Counsel & Company internal auditors, without the Executive revenue may not be accurately recorded. Secretary and Senior Business Assurance Directors or members of the Finance team –– Inventory not recorded correctly: manager are also invited to attend being present. ASOS also receives advice Committee Chair having regard to the significant level of Audit Committee meetings, unless they have a conflict of as needed from KPMG, EY and Slaughter Ian Dyson inventory holdings in both the UK and interest. Other senior members of the and May LLP on tax and legal issues relating Chair’s statement overseas warehouses, and the fast- business are invited to attend meetings to corporate matters. Members moving nature of the fashion market, as appropriate. Rita Clifton Hilary Riva Karen Geary The Audit Committee plays a crucial role Financial reporting there is an increased risk that the closing The Audit Committee met four times for inventory is not accurately recorded or in helping the Board to fulfil its oversight The Committee’s primary responsibility scheduled meetings during the year. that the inventory provisioning is not Responsibilities obligation by monitoring and reviewing the in relation to the Company’s financial The Committee’s principal responsibilities are to: Its activities included: complete in the financial statements. financial reporting process and internal reporting is to review, with management –– Monitor the integrity of ASOS’ financial statements –– Reviewing the integrity of the Company’s and the external auditor, the appropriateness The Committee reviewed the in relation to the Company’s financial performance. controls, ensuring the independence and Annual Report and Accounts. of the annual and half-yearly financial appropriateness of management’s –– Review the effectiveness of the internal and external effectiveness of the external and internal statements. The Committee focuses on the accounting in relation to each of these –– Reviewing the effectiveness and audit processes. quality of accounting policies and practices, significant risks and PwC reported to the audit processes and identifying and scrutinising performance of our external auditors, –– Review the effectiveness of the Group’s financial and internal material areas in which significant Committee on the work performed in assessing their independence and controls, including the process for the evaluation, assessment prevailing and emerging risks. During the year, judgements have been applied or where assessing each during their audit. Details recommending their reappointment. and management of risk. as well as the ‘business as usual’ items, the significant issues have been discussed with of this work are provided in PwC’s Audit Committee continued to focus on the critical –– Considering reports from the external the external auditor, the clarity of the Report on pages 74 to 78. Terms of reference auditors and identifying any accounting disclosures and compliance with financial topics of cyber security and data protection, External audit The full Terms of Reference for the Committee are available or judgement issues requiring attention. reporting standards, an assessment of on our corporate website, www.asosplc.com. They were last fraud, bribery, and corruption, which are key whether the Annual Report, taken as a whole, The external auditors, PwC, were first –– Reviewing the re-financing of the ASOS reviewed on 9 October 2019. risk areas for a global, online business such is fair, balanced and understandable and appointed in the financial year to 31 March debt facility before recommending to the advising the Board on the form and basis 2008. The fees paid to PwC for the financial as ours. Board for approval. Committee attendance underlying the long-term Viability Statement. year to 31 August 2019 were £374,161 (2018: £268,000). In line with its Terms of –– Considering reports on the work of the The Committee received reports from Committee It is vital that we as a Committee assess what Reference, the Audit Committee undertakes member Role Attendance record Internal Audit function. management in relation to the identification a thorough assessment of the quality, processes and systems make ASOS more of critical accounting judgements, significant Ian Dyson Committee Chair 4/4 –– Reviewing and approving the Group’s effectiveness, value and independence effective, robust and sustainable in the long term, accounting policies, the adoption of IFRS 15 Rita Clifton Non-executive 4/4 Tax Strategy. of the audit provided by PwC each year, during the current financial year and the Director while preserving and fostering the business’s seeking the views of the Board, together –– Reviewing the robustness of the cyber adoption of IFRS 16 in FY20, the impact agility, adaptability and growth. with those of relevant members of the Hilary Riva Non-executive 4/4 security processes and systems, and the of which is disclosed on page 84. Director work of the Cyber Security team. Executive Committee. 1 Karen Geary Non-executive Not applicable –– Reviewing the Company’s Business Risk Director Register and the risk mitigation actions 1 Karen Geary was appointed as Non-executive Director and joined the Audit undertaken during the year. Committee on 1 October 2019.

PAGE 46 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 47 Audit Committee Report continued NOMINATION COMMITTEE REPORT

The Board is satisfied that the Company has The Executive Committee implements the Internal audit adequate policies and safeguards in place internal controls and processes to put the Our internal audit function provides to ensure PwC maintain their objectivity and Committee’s policies on risk and control independent assurance as to the adequacy independence. The external auditors report into effect and provides assurance on and effectiveness of the Company’s internal to the Audit Committee annually on their compliance with these policies and controls and risk management systems. independence from ASOS. Periodic rotation processes. On a day-to-day basis, the Our internal audit function is outsourced of key audit partners is also required. Group risk management process is managed to Deloitte LLP, who report on their ongoing Current PwC audit partner Andrew Latham and co-ordinated by the General Counsel & reviews at each Committee meeting. Prior to first started overseeing ASOS’ external audit Company Secretary, supported by the the start of the financial year, the Committee

with effect from the financial year ended Senior Business Assurance manager, to GOVERNANCE reviewed and approved the schedule of 31 August 2017. ensure there is a more integrated, deeper planned internal audits to be undertaken focus on applying and evolving risk The Board has a formal policy on the during the year and monitored the progress management and internal controls Company’s relationship with PwC in and results of audit activities, particularly the throughout the business. respect of non-audit work. Proposals for all timely implementation of resulting actions non-audit services above £50,000 must Our Business Risk Register is reviewed every by management. During the year, key be approved by the Audit Committee before six months using a consistent process to internal audits conducted included being carried out, and PwC may only identify the likelihood and business impact effectiveness of HR systems controls, provide such services if their advice doesn’t of any material or emerging risk, as well as returns management, website resilience, Committee Chair During the year, the main focus of the Committee conflict with their statutory responsibilities any mitigating factors or controls. Progress stock systems and change management. Adam Crozier has been on the composition of the Board and and ethical guidance. The non-audit fees and key themes coming out of the ongoing The Committee continues to monitor the senior management, to ensure that we have paid for the financial year to 31 August Risk Register review are reported to the effectiveness of the internal audit function. Members 2019 were £1,356 for access to PwC’s Executive Committee and the Audit the appropriate balance of skills, knowledge, A revised schedule of internal audit review Ian Dyson Rita Clifton Hilary Riva Karen Geary online resource for accounting standards, Committee. More details on our risk experience and diversity, capable of driving the projects for the financial year to 31 August financial reporting and regulatory matters. management and risk register can be 2020 was approved by the Audit Responsibilities Company forward successfully to achieve its found in the Risk Report on pages 32 to 37. Following the most recent review, the Committee in July. The Committee’s principal responsibilities are to: strategic goals. Audit Committee recommended the During the year, the Committee continued to –– Monitor the structure, size and composition of the Board and its Committees. reappointment of PwC as auditors of ASOS, monitor the progress being made to further In April 2019, we welcomed Mat Dunn as Chief and PwC expressed their willingness to strengthen and develop the Company’s –– Identify the balance of skills, knowledge, diversity and continue. A resolution to reappoint PwC cyber security measures. The Committee experience on the Board and recommend new Board and/or Financial Officer, who brings a relevant mix and a resolution to enable the Directors has witnessed the progress that ASOS has Committee members to the Board as appropriate. of operational experience, with a history of to determine their remuneration will be made in extending and improving its Ian Dyson –– Review the time commitment and independence of the implementing and overseeing finance systems at Non-executive Directors, including potential conflicts of proposed at the 2019 AGM. security controls and processes, as well as Audit Committee Chair an international level. We have recently completed adapting to new and evolving cyber threats. interest. 15 October 2019 Risk management and Such an approach continues to be essential –– Oversee talent and succession plans for senior management. a refresh of the Board and in October 2019 we internal controls for these processes and controls to be –– Ensure that an appropriate and tailored induction is announced the appointment of four Non-executive undertaken by all new Board members and that training and The Board has delegated responsibility effective across our fast-moving high- Directors, who will be joining over the course of growth business. development is available to existing Board members. for overseeing the effectiveness of the FY20. These appointments ensure that we have the Company’s internal controls and risk The Board is satisfied that the risk management systems to the Audit Terms of reference world-class experience, skills and expertise that will management and internal controls systems for Committee. The Committee has a policy The full Terms of Reference for the Committee are available all parts of the business operated effectively be essential in guiding ASOS through this next stage of continuous identification and review on our corporate website, www.asosplc.com. They were last for the financial year to 31 August 2019 and of global growth. of principal business risks and considers reviewed on 26 February 2019. up to and including the date of this report. how those risks may affect the achievement of business objectives and determines Committee attendance appropriate mitigation, taking into Committee account the Company’s risk appetite. member Role Attendance record Adam Crozier Committee Chair 2/2 Rita Clifton Non-executive Director 3/3 Hilary Riva Non-executive Director 3/3 Ian Dyson Non-executive Director 3/3 Karen Geary1 Non-executive Director Not applicable Brian McBride2Committee Chair 1/1 1 Karen Geary was appointed as Non-executive Director and joined the Nomination Committee on 1 October 2019. 2 Brian McBride stepped down as Chair of the Committee when he stepped down as Chair and Non-executive Director of the Board on 28 November 2018.

PAGE 48 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 49 DIRECTORS’ REMUNERATION REPORT

Karen Geary joined the Board with effect The Committee believes that diversity and from 1 October 2019 and has extensive HR an inclusive culture is a key driver of and business transformation experience, business success and is committed to having particularly in the technology industry, a diverse leadership team, which provides across Europe and the US. Karen joined a range of perspectives, insights and the the Remuneration, Audit and Nomination challenge needed to support good decision Committees and will be appointed Chair making. The Committee is pleased that of the Remuneration Committee with effect the Board has exceeded the target from 1 December 2019. More information recommended in the Hampton-Alexander

can be found in Karen’s biography on Review and, as at the date of this report, GOVERNANCE page 39. 38% of the Board is female. Luke Jensen and Mai Fyfield will join the The Committee reviewed the independence Board with effect from 1 November 2019. of all of the Non-Executive Directors. All are Luke has extensive experience in online considered independent in accordance with consumer business and technology in the UK requirements and they continue to make retail sector and will join the Audit and effective contributions and effectively Nomination Committees. Mai brings challenge management. Committee Chair a wealth of digital experience on an Remuneration Committee international scale and will join the Hilary Riva Audit and Remuneration Committees. Chair’s statement Members Eugenia Ulasewicz will join the Board on 16 April 2020. Eugenia has extensive Rita Clifton Ian Dyson Karen Geary Dear Shareholder, Adam Crozier experience in fashion and retail, particularly Nomination Committee Chair in the US, and will join the Audit and Responsibilities 15 October 2019 On behalf of the Board I present the Nomination Committees. The Committee’s principal responsibilities are to: Remuneration Committee’s report for the year –– Determine and recommend to the Board the Company’s We also announced that Hilary Riva and to 31 August 2019. Rita Clifton will be stepping down from the overall remuneration policy, and then monitor the ongoing Board once they come to the end of their effectiveness of that policy. six-year tenures in April 2020. –– Determine and recommend to the Board the remuneration of The Committee believes that our remuneration Executive Directors, the Chair and the other members of the The Committee engaged with Russell Executive Committee. framework should support the execution of our Reynolds Associates, who has no other –– Monitor, review and approve the levels and structure of ambitious growth strategy and the creation of connection to the Company, to undertake remuneration for other senior managers and employees. value for shareholders and other stakeholders the search process for new Non-Executive –– Determine the headline targets for any performance-related in a way which is consistent with ASOS’ culture Directors. Russell Reynolds Associates is a bonus or pay schemes. signatory to the Voluntary Code of Conduct –– Determine specific targets and objectives for any and values. for Executive Search Firms. performance-related bonus or pay schemes for the Executive The Committee also helped drive progress Directors and the other members of the Executive Committee. This year has been challenging for ASOS. While on strengthening the Executive Committee, –– Review and approve any material termination payment. our sales growth remained solid and we made culminating in the introduction of four new good progress on improving our customer C-suite roles who will be joining the Terms of reference Company over the course of FY20. They will The full Terms of Reference for the Committee are available engagement, our performance was held back sit alongside our existing CEO, CFO, CIO on our corporate website, www.asosplc.com. These were last by operational issues with our transformation and COO and will be charged with updated on 12 September 2019 to reflect the changes in the warehouse programmes in the EU and the US, developing strategy and continuing to scale 2018 UK Corporate Governance Code. the business at pace, to create a more which took longer to resolve than was originally diverse and global team, and establish a Committee attendance anticipated. Incentive payouts for the year reflect robust leadership pipeline. Committee the impact that these issues have had on our member Role Attendance record performance. Hilary Riva Committee Chair 5/5 Rita Clifton Non-executive 5/5 Director Ian Dyson Non-executive 5/5 Director Karen Geary1 Non-executive Not applicable Director 1 Karen Geary was appointed as Non-executive Director and joined the Remuneration Committee on 1 October 2019.

PAGE 50 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 51 Directors’ Remuneration Report continued

Remuneration for the year short and medium-term strategic priorities. therefore while NPS is no longer a formal Corporate governance Annual remuneration votes 2018 The Committee will continue to keep the measure in the ALTIS, the Committee will ended 31 August 2019 Maintaining high standards of governance remuneration framework under review as take into consideration the customer Total votes cast 69,514,947 The annual bonus for 2018/19 was based is important to us and ASOS complies with we progress with the execution of the current experience during the performance period Votes for 67, 4 51,98 0 on sales, Profit Before Tax (PBT), Net the provisions set out in the UK Corporate phase of our strategy – generating value when determining the level of vesting. TSR Promoter Score (NPS) and personal Governance Code issued by the Financial Votes against 2,062,566 from our expansion in the EU and US – will be measured against a bespoke group performance objectives. The payment of Reporting Council (FRC) in April 2016. Votes withheld (abstentions) 401 to ensure that the remuneration remains of UK retail peers listed on both the main any bonus was also subject to achieving a During 2018 the remuneration reporting appropriate as the business evolves. market and AIM. The Committee refreshed minimum level of PBT performance. PBT reforms were introduced by the government the peer group in the year to include some performance for the year of £33.1m was For 2019/20 the annual bonus will be and a new UK Corporate Governance

of our closest AIM retail competitors (such GOVERNANCE below the threshold target set for the annual based 30% on revenue and 30% on PBT Code (the ‘2018 Code’) was published. as Boohoo) and exclude those companies bonus. No payout was therefore made performance, reflecting our focus on global Compliance with the new regulations and in the existing peer group that were less under the annual bonus for 2018/19. sales growth while ensuring that the business the 2018 Code is effective for financial closely aligned with ASOS’ business continues to build profitability. 15% of the years beginning on or after 1 January 2019 ASOS Long-Term Incentive Scheme (ALTIS) activities. The new peer group is set out Historic annual remuneration bonus will be based on free cash flow, and will be reported on by the Company in votes awards granted in 2016 were subject to on page 58. reflecting our commitment to return to the 2020 Annual Report. performance measured from 1 September 2018 97.03% positive cash flows and the need to generate Targets for the 2019 ALTIS awards have 2016 to 31 August 2019. Sales over this ASOS’ remuneration arrangements already 2017 98.10% cash to fund future growth. The remaining been set to be stretching yet realistic in the three-year period grew by 23.3% per comply with a number of areas of the 2018 2016 66.72% 25% of the annual bonus will be based on context of our growth ambitions over the annum which was close to maximum. There Code. For example, awards are subject to 2015 83.62% the achievement of strategic objectives to next three years. Targets are set out on was no vesting under the remaining three malus and clawback and the Committee has ensure focus on delivering mid-term business page 59. measures as performance was below the ability to exercise discretion to adjust objectives which support the execution of threshold: fully diluted EPS declined over this The annual bonus opportunity for 2019/20 formulaic outcomes under awards. Pension our plan. For 2019/20 the objectives for period, TSR performance versus the FTSE will continue to be 150% of salary for the for new hires to the Board will be reduced the CEO and CFO are US and EU revenue ALL-Share General Retailers index was CEO and 100% of salary for the CFO. to be in line with the rate available for the Concluding remarks performance, to ensure reward is aligned below median, and NPS for 2018/19 was majority of the work force. with our strategic priority to deliver growth The Committee very carefully considered As an AIM-listed company, we voluntarily below threshold. Overall, 27.0% of this in these areas, and NPS to ensure that we the level of ALTIS award that should be The Committee considered whether it would seek shareholder approval for our award vested. continue to reflect our customer experience. granted to the CEO in October 2019 in light be appropriate to introduce a post-vesting Remuneration Report to provide invaluable The Committee carefully considered the In addition, the CEO’s performance will of the fall in share price since awards were holding period for ALTIS awards. Holding public accountability for the Board over the level of vesting for the 2016 ALTIS awards also be assessed in relation to progress in last granted. The Committee with the support periods are not common practice in AIM appropriateness of our Remuneration Policy and whether it would be appropriate to developing strength and depth in the senior of the CEO decided to reduce the CEO’s and at our closest competitors. Given this and its implementation. At the AGM last exercise discretion to adjust vesting in light leadership team to ensure that it is fit for ALTIS award from 200% to 175% of salary. the Committee has decided that it is not year, 97% of shareholders voted in favour of the broader performance over the period. ASOS’ future and the CFO will be measured The Committee believes this level of appropriate to introduce a post-vesting of the Directors’ Remuneration Report. The Committee considered that the overall against our cost management objectives, reduction is appropriate to guard against holding period at this time. The Committee This is my last Directors’ Remuneration level of vesting was appropriate in the building on the progress made during the the potential for windfall gains while believes that the leaver provisions currently Report as I will be stepping down as context of the excellent level of sales growth year to reduce our cost base. continuing to motivate the CEO to deliver in place ensure the alignment of the Chair of the Remuneration Committee on performance delivered over the period our long-term plans in a challenging interests of our Executive Directors and our The Committee carefully considered 1 December 2019. It has been an honour particularly in the context of the market environment. shareholders post-cessation of employment. performance measures for 2019 ALTIS to chair the Remuneration Committee since challenges. The Committee will keep our approach in awards, including whether awards should The CFO joined the business in April 2019 January 2016 and I wish my successor these areas under review. Remuneration review and include a portion based on cash flow, and therefore the Committee considered Karen Geary, and ASOS, every success remuneration for the year ended reflecting our significant strategic focus that it was not appropriate to reduce his Board changes for the future. on cash flow at this time. However, the award. The CFO will therefore continue to 31 August 2020 Mat Dunn joined the Board on 23 April Committee concluded that it was receive an award of 200% of salary. 2019 in the role of CFO. Mat brings with It has been a number of years since the appropriate to retain a simple and We have moved our annual salary him significant operational experience Committee has undertaken a comprehensive transparent framework for the ALTIS to review date from 1 September 2019 to including at an international level and has review of our remuneration framework. ensure that it was clear to both participants 1 December 2019 to better align with made an exceptional contribution since During the year, therefore, we appointed and shareholders. Hilary Riva Deloitte to advise the Committee and to our reward cycle. Salaries for Executive joining. Mat’s salary was set at £425,000 Chair of the Remuneration Committee review remuneration arrangements to ensure 2019 ALTIS awards will therefore be Directors will be increased by 1.5% in line per annum reflecting his experience. that they remain appropriate to support the based 35% on revenue growth, 35% with the increase received across the wider His maximum annual bonus opportunity 15 October 2019 execution of our ambitious growth strategy. on EPS growth and 30% on relative workforce. From 1 December 2019 the is 100% of base salary and his ALTIS TSR performance. ALTIS awards have CEO’s salary will be £573,000 and opportunity will be 200% of salary. In The Committee explored a range of historically also been based on NPS the CFO’s salary will be £431,000. Our August 2019 Mat was made an award of alternative approaches to remuneration performance. The Board’s experience, shareholding guidelines of 500% of base shares with a face value of £400,000 to but concluded that at this point in time the however, has been that setting robust salary for the CEO and 200% of base buy-out incentives Mat forfeited on leaving current framework of an annual bonus NPS targets over a three-year period is salary for the CFO continue to apply. his previous employer. Further details of his and separate ALTIS remains appropriate. challenging. As a Company we remain buy-out award are provided on page 66. The Committee has, however, made some as committed as ever to delivering an changes to the performance measures for outstanding customer experience and the annual bonus and ALTIS to reflect our

PAGE 52 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 53 REMUNERATION POLICY

The Remuneration Committee determines During the year, the Committee undertook a Remuneration Policy Fixed remuneration elements ASOS’ policy on the remuneration of the comprehensive review of the remuneration components Executive Directors and other senior framework, considering a range of potential Performance-related Approach to Each component forms part of an overall Element Purpose How it operates Maximum opportunity framework implementation in FY20 executives. The principles that underpin approaches to ensure that our arrangements competitive remuneration package this Policy aim to: continue to meet the principles outlined Base Reflects an individual’s Reviewed annually. There is no prescribed When reviewing salaries, We have moved designed to attract and retain opposite. The Committee concluded that the salary responsibilities, Salaries are normally maximum annual base we consider the our annual salary review –– encourage strong performance and appropriate talent with the necessary current remuneration framework remains experience and paid monthly. When salary or salary increase. performance of the date from 1 September engagement, both in the short and skills to implement the Company’s strategy performance in individual in the period 2019 to 1 December appropriate, although some changes have determining salary levels The Committee is guided long term; in order to create long-term value for their role since the last review. 2019 to better align with been made to the performance framework the Committee takes into by the general increase shareholders. The following provides account: for the broader employee our reward cycle.

–– enable the Group to achieve its strategic to better reflect our short and long-term GOVERNANCE a summary of each element of the population, but has Salaries for Executive objectives and create sustainable strategic objectives. The Committee will – Responsibilities, Remuneration Policy, along with details of discretion to decide to Directors will be increased shareholder value; continue to keep the remuneration abilities, experience how the Policy will be implemented for the award a lower or higher by 1.5% in line with the framework under review as we progress and performance of –– make sure high performance is required year ending 31 August 2020. an individual increase to Executive increase received across with the execution of the current phase of Directors to recognise, for the wider workforce. to access high rewards; and – The performance of the our strategy – generating value from our example, an increase in From 1 December 2019 individual in the period –– ensure that the total reward cost to ASOS expansion in the EU and US – to ensure that the scale, scope or the CEO’s salary will be since the last review is affordable and sustainable. the remuneration remains appropriate as the responsibility of the role. £573,000 and the CFO’s – The Company’s salary business evolves. In addition, if salaries are salary will be £431,000. Our Remuneration Policy must help attract, and pay structures and set at a discount to a general workforce retain and motivate high-calibre, high- In determining the practical application of market rate on salary increases performing, engaged employees. It must the Policy, the Remuneration Committee appointment, it may be reward people for their contributions to the considers a range of internal and external Periodically the appropriate to provide success of ASOS in a fair and responsible factors. These include pay and conditions Committee reviews market one or more increases at manner, over both the short and long term. for employees generally, shareholder data for FTSE-listed, a higher rate than the Our Remuneration Policy must also feedback and appropriate market AIM-listed and other retail broader employee be communicated in a way that’s comparisons with remuneration practices in and internet/technology- population based on an based companies to straightforward, effective and easy FTSE-listed, AIM-listed and other retail and individual’s performance ensure salaries remain to understand. internet/technology-based companies. The and experience and/or appropriate in this take account of relevant Remuneration Committee is satisfied that this context. market movements. Policy successfully aligns the interests of Executive Directors, senior managers and Pension To contribute financially Defined contribution ASOS may contribute up Not applicable. No changes for the other employees with the long-term interests post retirement arrangement or salary to 15% of base salary (in current Directors. supplement. the case of the CEO) and of shareholders. We do this by ensuring For any new Executive up to 12.5% of base that an appropriate proportion of total Only base salary is Director appointed to the pensionable. salary (in the case of Board from 1 September remuneration is directly linked to the Group’s other Executive ASOS’ contribution 2019, the pension performance over both the short and long Directors). A cash depends on the opportunity will be in line term, with an emphasis for Executive allowance may also be employee’s seniority and with the rate available for Directors and senior managers on share- paid in lieu of a pension may be matched to the the majority of the based remuneration and long-term contribution. Any cash level of contributions the workforce. payment would normally shareholding. employee chooses be net of employer’s to make. social security. The Committee has discretion to amend the contribution level should market conditions change. Other To support the personal Package of taxable There is no maximum Not applicable. No changes. benefits health and wellbeing of benefits offered through level of benefits provided employees our flexible benefits to Executive Directors, To reflect and support scheme, ASOS Extras, and the level of some of ASOS culture which offers all these benefits is not employees a fixed value pre-determined but may depending upon their vary from year to year seniority, and can be based on the overall cost used either to buy a to ASOS. variety of benefits or be taken in cash. Benefits include private medical insurance and life assurance. Other benefits may be added to the package where appropriate.

PAGE 54 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 55 Remuneration Policy continued

Variable remuneration elements Variable remuneration elements (continued)

Performance-related Approach to Performance-related Approach to Element Purpose How it operates Maximum opportunity framework implementation in FY20 Element Purpose How it operates Maximum opportunity framework implementation in FY20 Annual Provides a link between The annual bonus is 150% of base salary for Normally measured over Maximum opportunities ASOS Supports the strategy Annual awards of shares 200% of base salary Subject to three-year For 2019 the ALTIS bonus remuneration and both earned based on the CEO and 100% of a one-year performance will continue to be 150% Long-Term and business plan by to selected employees, (300% in exceptional performance conditions award for the CEO has short-term Company performance against base salary for other period, based on a mix of of salary for the CEO and Incentive incentivising and which vest after three circumstances) in any linked to the business been reduced to 175% of and individual targets set by the Executive Directors. financial targets (e.g. 100% of base salary for Scheme retaining the ASOS years subject to the financial year. strategy and ensuring salary to reflect the fall in performance Committee. 60% of that maximum is profit), non-financial/ the CFO. (ALTIS) senior management achievement of The value of any strong alignment with the share price since awards Targets are reviewed payable for on-target strategic performance For FY20 the Committee team in a way that is performance conditions. dividends paid by ASOS long-term interests of were last granted. annually and the performance. and personal objectives has changed the aligned with both Clawback and malus over the vesting period shareholders. The CFO joined the GOVERNANCE Committee can adapt relevant to the year, performance measures ASOS’ long-term provisions allow awards will be payable on business in April 2019 the targets appropriately which are set taking into to reflect the evolving financial performance to be recouped in certain vesting, to the extent that and therefore the to take into account account the Company’s strategic focus for the and the interests of circumstances. awards vest. Committee considered strategic objectives over shareholders exceptional items. business. Performance The Committee retains the that it was appropriate that period. Bonus payments are measures will be as discretion to adjust the that he continue to normally awarded in follows: vesting level if it considers receive an award of cash and are not – 30% revenue that the vesting outcome 200% of salary. pensionable. – 30% PBT performance does not reflect the Performance measures underlying performance for FY20 awards will be: The Committee will retain – 15% free cash flow the discretion to adjust of the business or – 30% based on relative – 25% strategic bonus payouts if it participants during the TSR objectives year, including the considers that the – 35% based on EPS Strategic objectives are Company’s performance outcome does not reflect growth the underlying US and EU revenue against customer metrics, – 35% based on revenue performance of the performance, NPS, or that the payout is not growth business or participants developing strength and appropriate in the context during the year, including depth in the senior of circumstances that TSR will be measured the Company’s leadership team (CEO were unexpected or against a bespoke group performance against set only), cost management unforeseen when the of UK retail peers listed metrics, or that the payout (CFO only). targets were set. on both the main market is not appropriate in the The Committee continues and AIM (listed overleaf). context of circumstances to believe that a post- that were unexpected or vesting holding period unforeseen when the should not apply to ALTIS targets were set. awards, given this is not common practice in AIM-listed businesses. Share Increases alignment Guidelines require Not applicable. Not applicable. No change. ownership between the Board and Executive Directors to guidelines shareholders hold 50% of any shares Shows a clear acquired on vesting of commitment by all the ALTIS, and any Executive Directors to subsequent share awards creating value for thereafter (net of tax), shareholders in the long until the required term shareholdings are achieved. The shareholding guideline for the CEO and other Executive Directors is 500% and 200% of salary respectively.

PAGE 56 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 57 Remuneration Policy continued

Variable remuneration elements (continued) Performance measure selection and approach to target setting

Performance-related Approach to For the ASOS annual bonus and ALTIS, our policy is to choose performance measures that help drive and reward the achievement of our Element Purpose How it operates Maximum opportunity framework implementation in FY20 strategy and also provide alignment between Executives and shareholders. The Committee reviews metrics each year to ensure they remain All- Increase alignment An HMRC-approved Consistent with prevailing Not applicable. No change. appropriate and reflect the strategic direction of ASOS. employee between employees all-employee Save As HMRC limits. The measures used in the FY20 annual bonus reflect ASOS’ KPIs for the year and are based on: share and shareholders in a You Earn share option plans tax-efficient manner scheme (SAYE) –– Revenue achieved Supports retention of encourages employees –– PBT employees to take a stake in the business, aligning their –– free cash flow GOVERNANCE interests with those of shareholders. –– strategic objectives – US and EU revenue performance, to ensure reward is aligned with our strategic priority to deliver growth in these Other all-employee areas, and Net Promoter Score (NPS) to ensure that we continue to reflect our customer experience. In addition, the CEO’s performance plans may be introduced will also be assessed in relation to progress in developing strength and depth in the senior leadership team to ensure that it is fit for ASOS’ if appropriate. future and the CFO will be measured against our cost management objectives, building on the progress made during the year to reduce Non- Provide fees Cash fee normally paid There is no prescribed Not applicable. There was no increase our cost base. appropriate to time on a monthly basis. maximum annual fee or in fees with effect from executive Revenue and PBT are unchanged from previous years and they continue to be key measures of success for the business. A free cash flow Directors commitments Fee levels are set fee increase. The Board is 1 September 2019. and responsibilities of taking into account the guided by the general Non-executive fees measure has been introduced to reflect the Company’s current focus on maintaining a cash-positive position to enable further growth and each role responsibilities of the increase for the broader therefore remain as expansion. The strategic objectives have been broadened to reflect our evolving strategic focus but they continue to include NPS, reflecting additional roles, employee population and follows: our continued focus on customer. for example Committee takes into account Non-executive Chair Long-term performance targets for FY20 are based on a combination of absolute and relative performance: Chairs and the SID. relevant market – £350,000 The Chair receives movements. –– TSR provides strong alignment with shareholders and will be measured against a bespoke group of UK retail peers listed on both the main Non-executive Director a consolidated fee. base – £55,000 market and AIM (companies are set out on page 58) as this provides a robust and relevant benchmark. Fees are reviewed SID and Audit Committee periodically. –– EPS is considered an objective and well accepted measure of Company performance which reinforces the objective of achieving Chair – £70,000 profitable growth. In addition, reasonable Remuneration Committee business expenses –– Revenue captures top-line growth and is a key element of our progress towards our mission. Chair – £65,000 (together with any tax thereon) may be Previously, the ALTIS included an element of NPS performance. This has been removed for FY20, due to the challenge of setting meaningful reimbursed. longer-term targets and also to improve simplicity. The EPS and revenue measures have both been equally increased following the removal of the NPS measure. To ensure a continued focus on the customer experience following the removal of the NPS measure, the Committee retains the discretion to adjust vesting level if it considers that the vesting outcome does not reflect the underlying performance of the business or participants during the year, including the Company’s performance against customer metrics, or that the payout is not appropriate in the TSR comparator group for 2019 awards Remuneration policy for other All employees are entitled to base pay, context of circumstances that were unexpected or unforeseen when the targets were set. includes the following companies: AO employees benefits and pension contributions, and ALTIS targets for awards due to be granted in October 2019 are as follows: World, B&M European Value Retail, during the financial year 278 employees The Remuneration Policy for Executive Boohoo Group, Brown Group, Card received an award under the ALTIS. Directors has been developed with Threshold performance (25% vesting) Maximum performance (100% vesting) Factory, DFS Furniture, Dixons Carphone, consideration of the reward philosophy, ASOS operates a Save As You Earn scheme Dunelm Group, Halfords Group, JD Sports EPS (FY22) 71p 121.8p strategy and policy for ASOSers across for all employees. More information about Fashion, Joules Group, Just Eat, Kingfisher, Revenue growth (FY22 compared to FY19) 10% per annum 15% per annum the whole organisation. Where possible, the Scheme is given above. We encourage Lookers, Majestic Wine, Marks and we aim to create alignment between the a strong culture of ownership across the Relative TSR Median Upper quartile Spencer Group, Next, Pets at Home Group, way executive remuneration is structured organisation and encourage all ASOSers Shoe Zone, Sports Direct, Studio Retail and the way ASOSers more generally to behave and think like owners. There will be straight-line vesting in between each point. Group, Topps Tiles and WH Smith. are rewarded. Inevitably, there are some For the 2019 ALTIS award the Committee determined that it would be appropriate to set an absolute EPS performance target to provide differences between our management and a clear objective for management. the rest of the business. This is typically a result of developing reward arrangements Targets for each performance measure are set by the Committee with consideration of an extensive set of reference points including that are competitive for the different talent internal plans and budgets, forecasts for the sector, relevant sector benchmarks and external expectations. Performance is generally markets from which we recruit or to which measured on a sliding scale, so that incentive payouts increase pro rata for levels of performance between the threshold and maximum we risk losing staff. The policy for Executive performance targets. Directors and the senior levels within ASOS’ leadership group also places a larger emphasis on pay-at-risk through incentives and long-term remuneration through the ALTIS programme.

PAGE 58 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 59 Remuneration Policy continued

Committee discretion –– Determining the extent of vesting based If an event occurs which results in the annual Basis of calculation: on the assessment of performance. bonus plan or ALTIS performance conditions The Committee operates under the powers –– Minimum – fixed pay only (salary + benefits + pension or pension allowance). Salary and pension are those effective from 1 September and/or targets being deemed no longer it has been delegated by the Board. In –– Determining whether malus or clawback 2019 and benefits are based on actual figures for 2018/19. appropriate (e.g. material acquisition or addition, it complies with rules that are shall be applied to any award in the divestment), the Committee will have the –– Target – fixed pay, plus target bonus opportunity of 90% of salary for the CEO and 60% of salary for the CFO, plus 25% of the face either subject to shareholder approval or relevant circumstances and, if so, the ability to amend the performance conditions value of the ALTIS award on grant (i.e. 50% of salary). by approval from the Board. These rules extent to which it shall be applied. and/or targets, provided that the revised provide the Committee with certain –– Maximum – fixed pay, plus maximum bonus opportunity of 150% of salary for the CEO and 100% of salary for the CFO, plus the full –– Making the appropriate adjustments conditions are not materially less discretions which serve to ensure that the face value of the ALTIS award on grant (i.e. 200% of salary). required in certain circumstances, for challenging than the original conditions. implementation of the Remuneration Policy

instance for changes in capital structure. Any use of the above discretion would, GOVERNANCE is fair, both to the individual Director and to –– Maximum plus 50% share price growth – as per the maximum scenario outlined above including an assumed 50% share price growth where relevant, be explained in the Annual for the ALTIS award. the shareholders. The Committee also has –– Determining ‘good leaver’ status for Report on Remuneration and may, as discretions to vary the level of the various incentive plan purposes and applying the appropriate, be the subject of consultation Recruiting new Executive Directors and senior executives components of remuneration. The extent of appropriate treatment. with the Company’s major shareholders. such discretions is set out in the relevant When recruiting any Executive Director or senior executive, we seek to apply consistent policies on fixed and variable remuneration rules, and the maximum opportunity for –– Undertaking the annual review of components in line with the Remuneration Policy set out on pages 55 to 58. This helps to ensure that any new Executive Director or performance metrics is set out in the Policy weighting of performance measures and senior executive is on the same remuneration footing as existing Executive Directors or senior executives respectively, while still taking table on pages 55 to 58. To ensure the setting targets for the annual bonus plan into account the skills and experience of the individual, the market rate for a candidate of that experience and the importance of securing efficient administration of the variable and other incentive schemes, where the relevant individual. applicable, from year to year. incentive plans outlined above, The granting of payments or share awards on joining in order to secure the appointment of an Executive Director or senior executive is the Committee will apply certain normally limited to the fair value of any deferred remuneration that would be forfeited at the previous employer, taking into account relevant operational discretions. factors including the form of the awards, remaining vesting period and the likelihood of any performance conditions being met. Any such These include the following: proposal for Executive Directors requires the prior approval of the Remuneration Committee. The Committee may also agree that ASOS will meet certain relocation and/or incidental expenses as appropriate. –– Selecting the participants in the plans on an annual basis. Consideration of shareholder and broader stakeholder views The Remuneration Committee is committed to open dialogue with shareholders and our approach is to engage directly with them and their –– Determining the timing of grants of representative bodies when considering any significant changes to Executive Director remuneration arrangements. The Committee considers awards and/or payments. shareholder feedback received following the AGM as well as any additional feedback and guidance received from time to time, and –– Determining the quantum of awards and/ this is taken into account when developing the Company’s remuneration framework and practices. Assisted by its independent adviser, or payments (within the limits set out in the the Committee also actively monitors developments in corporate governance and market practice to ensure the structure of executive Policy table). remuneration remains appropriate. In addition, the existence of the employee forum will also be used to capture feedback from ASOSers and the proactive dialogue that exists with suppliers and customers means that there are channels of communication with all stakeholders. Executive Directors’ service contracts and payments for loss of office Total potential remuneration for Executive Directors in the 2020 financial year It is our policy that all Executive Directors should have rolling service contracts with an indefinite term, but a fixed period of notice Nick Beighton of termination. The services of all Executive Directors may be terminated on a maximum of 12 months’ notice by the Company or the individual. Our approach to remuneration in each of the circumstances in which an Executive Director may leave is set out in the table £653k below, with an individual’s status being determined by the Remuneration Committee in accordance with the rules of any applicable scheme.

£1,455k Remuneration component ‘Bad’ leaver ‘Good’ leaver £2,658k Salary in lieu of notice Provided up to the effective leaving date Up to a maximum of one year’s salary; normal £3,231k practice is to make a phased payment Pension and other benefits Provided up to the effective leaving date – Up to one year’s worth of pension and benefits Fixed pay Annual Bonus Long-tem incentives Share price growth no benefits would be provided after that date, unless this is in the interests of ASOS Bonus None Paid in accordance with bonus scheme terms – normal practice is for payment to be time and Mathew Dunn performance pro-rated to the effective leaving date £498k Long-term incentives Awards lapse May vest in accordance with scheme rules – £972k normal practice is for the vested award to be time and performance pro-rated to the effective £1,791 k leaving date £2,222k

Fixed pay Annual Bonus Long-tem incentives Share price growth

The chart above shows the potential remuneration at different levels of performance for the CEO and CFO in the 2020 financial year from the remuneration opportunity granted to them by ASOS’ Remuneration Policy.

PAGE 60 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PA G E 61 Remuneration Policy continued ANNUAL REPORT ON REMUNERATION

ASOS also retains flexibility to pay reasonable legal fees and other costs incurred by the individual that are associated with the termination Details of how ASOS’ Remuneration Policy has been applied (including the settlement of claims brought against ASOS) and to provide outplacement services. In circumstances in which a departing Director may be entitled to pursue a legal claim, ASOS may negotiate settlement terms and, with the approval of the Remuneration in the year to 31 August 2019 are set out below. Certain Committee on the remuneration elements therein, enter into a settlement agreement accordingly. In addition, ASOS would honour any legal information within this section has been audited as highlighted. entitlements, such as statutory redundancy payments or awards made by any tribunal or court, which executives may have on, or in respect of, termination.

The individual is expected to take reasonable steps to seek alternative income to mitigate the payments. Directors’ remuneration table (audited) Post-employment shareholdings The remuneration of the Directors for the year to 31 August 2019 and the year to 31 August 2018 is set out in the tables below.

The Committee believes that the leaver provisions currently in place ensure the alignment of the interests of our Executive Directors and our GOVERNANCE shareholders post-cessation of employment. The Committee will keep this approach under review. Fixed remuneration Variable remuneration Total remuneration Non-executive Directors’ letters of appointment Executive Base salary Benefits Pensions Bonus LTIP2 Buy out award3 Director £ £ £ £ £ £ £ Non-executive Directors do not have service contracts with ASOS. Instead, they have letters of appointment which provide for a maximum Nick Beighton 2019 565,000 7,957 73,049 – 150,915 – 796,921 of three months’ notice of termination by the Company or the individual at any time, with no pre-determined amounts of compensation. 2018 565,000 7,329 73,056 – 2,259,229 – 2,904,614 Mat Dunn1 2019 151,326 4,610 18,916 – – 400,000 574,852 2018 – – – – – – – Total 2019 716,326 12,567 91,965 – 150,915 400,000 1,371,773 2018 565,000 7,329 73,056 – 2,259,229 – 2,904,614

Taxable Total Non-executive Base fee Additional fee expenses4 remuneration Director £ £ £ £ Basis for additional fee Adam Crozier5 2019 2 65,152 Nil 385 265,537 Brian McBride6 2019 46,780 Nil 552 47,333 2018 190,000 Nil 9,822 199,822 Ian Dyson 2019 55,000 15,000 474 70,474 SID and Audit Committee Chair 2018 55,000 15,000 Nil 70,000 SID and Audit Committee Chair Hilary Riva 2019 55,000 10,000 201 65,201 Remuneration Committee Chair 2018 55,000 10,000 Nil 65,000 Remuneration Committee Chair Rita Clifton 2019 55,000 Nil 2,010 57,010 2018 55,000 Nil Nil 55,000 Nick Robertson7 2019 55,000 Nil 1,041 56,041 2018 55,000 Nil Nil 55,000 Total 2019 531,932 25,000 4,663 561,595 2018 410,000 25,000 9,822 444,822

1 Mat Dunn was appointed to the Board as CFO on 23 April 2019 and remuneration is shown from this date. 2 For 2019, this includes the FY17 ALTIS award as detailed on page 64. Based on a share price of £26.31, being the average share price for the last quarter of the financial year, from 1 June to 31 August 2019. The figures for 2018 are the adjusted figures to show the actual share price of £54.48 at the vesting date on 31 October 2018. 3 Details of the buyout award are provided on page 66. 4 The taxable expenses include travel and other expenses related to their role and have been grossed up for tax, where applicable. 5 Adam Crozier was appointed as Chair and Non-executive Director on 29 November 2018. 6 Brian McBride stepped down as Chair and Non-executive Director on 29 November 2018. 7 Nick Robertson donated all of his base service fee to the ASOS Foundation.

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Payments to past Directors Details of vesting for each individual Executive Director: During the year to 31 August 2019, no payments were made to any past Directors. Executive Director Number of shares granted Number of shares vesting Date of vesting Value of awards vesting1 Payments for loss of office Nick Beighton 21,245 5,736 31.10.2019 £150,915 During the year to 31 August 2019, no payments were made for loss of office. 1 Based on a share price of £26.31, being the average share price for the last quarter of the financial year, from 1 June to 31 August 2019, as is normal practice. Annual bonus for the year ended 31 August 2019

For Nick Beighton, the annual bonus plan for the year ended 31 August 2019 was based on the following metrics: ALTIS awards granted in the year

Weighting Target Maximum Performance achieved In the year under review, an ALTIS award with a face value of 200% of salary was granted to the CEO on 24 October 2018: GOVERNANCE Profit Before Tax (PBT) 50% £120m £130m £33.1m Number of shares % vesting for target Executive Director Basis of award granted Face value of award1 performance Performance period Sales Growth 20% 25% 30% 13% Nick Beighton 200% of salary 21,027 £1,130,000 25% 1 September 2018 Net Promoter Score (NPS) 15% +1 vs. LY +2 vs. LY -4 to 31 August 2021 Personal performance 15% See below 1 Based on the five-day average share price of £53.74 as at 18 October 2018.

For the CEO, the personal objectives were based around several core strategic priorities: delivering our global strategy and infrastructure programme to position the business for future growth, evolving the Company culture to ensure that it continues to support ASOS’ Following his appointment, an ALTIS award with a face value of 200% of salary was granted to the CFO on 28 June 2019: development from start-up to global player; developing strength and depth in the senior leadership team to ensure that it is fit for ASOS’ future; structural review and development of Board requirements with the new Chair and CFO. Number of shares % vesting for target Executive Director Basis of award granted Face value of award1 performance Performance period For the CFO, personal objectives were set in relation to the budgeting process and cost reduction. Mat Dunn 200% of salary 22,216 £850,000 25% 1 September 2018 to In order for a bonus to be paid a minimum level of PBT performance was required to be achieved. This minimum level of profit was not met 31 August 2021 and therefore no bonus was paid to the Executive Directors or any other employee for the period to 31 August 2019. 1 Based on the five-day average share price of £38.26 up to and including the CFO’s appointment on 23 April 2019. FY17 ALTIS awards vesting for performance to 31 August 2019 The ALTIS awards with a performance period ending on 31 August 2019 are due to vest on 31 October 2019. These awards were based The performance conditions for these awards are in the table below, with performance measured over the three-year period from on sales growth, EPS, relative TSR versus the FTSE All-Share General Retailers Index and NPS over the three-year performance period from 1 September 2018 to 31 August 2021, and vesting on 31 October 2021: 1 September 2016 to 31 August 2019. The performance targets and level of achievement against those targets were as follows: Measures Weighting Targets Percentage vesting Actual Sales growth 30% Below 15% 0% Measures Weighting Targets Percentage vesting achievement Vesting 15% 25% Sales growth 30% Below 15% 0% 23.3% 90% Between 15% and 25% Between 25% and 100%* 15% 25% 25% or more 100% Between 15% and 25% Between 25% and 100%* Compound annual fully diluted EPS 30% Below 15% 0% 25% or more 100% growth 15% 25% Compound annual 30% Below 15% 0% Below 15% 0% Between 15% and 25% Between 25% and 100%* fully diluted EPS 15% 25% 20% or more 100% growth Between 15% and 25% Between 25% and 100%* TSR versus FTSE 30% Below median 0% 25% or more 100% All-Share General Retailers Index Median 25% TSR versus FTSE 30% Below median 0% Below median 0% Between median and upper quartile Between 25% and 100%* All-Share General Median 25% Upper quartile or above 100% Between median and upper quartile Between 25% and 100%* Retailers Index NPS 10% Below 63 0% Upper quartile or above 100% 63 25% NPS 10% Below 64 0% Below 64 0% Between 63 and 65 Between 25% and 100%* 64 25% 65 or more 100% Between 64 and 66 Between 25% and 100%* 66 or more 100% *Straight-line interpolation between points in the range

*Straight-line interpolation between points in the range

PAGE 64 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 65 Annual Report on Remuneration continued

CFO remuneration structure Directors’ shareholdings Mat Dunn joined the Board on 23 April 2019 in the role of CFO. Mat’s salary was set at £425,000 per annum reflecting his significant The Directors who held office at 31 August 2019 had the following interests, including family interests, in the shares of ASOS Plc. A shareholding operational and international experience. His maximum annual bonus opportunity is 100% of base salary and his ALTIS opportunity will be guideline is in place for the Executive Directors; this is 500% of salary for the CEO and 200% of salary for the CFO. 200% of salary. His pension allowance is 12.5% of salary and he receives benefits in line with the Company’s normal Remuneration Policy. Beneficially owned as at Beneficially owned as at Outstanding share options On leaving his former employer Mat forfeited awards granted to him in 2016 and 2017 under the company’s incentive plans. These awards Director 31 August 2018 (no. of shares) 31 August 2019 (no. of shares) (SAYE/ALTIS) (no. of shares) Shareholding guideline met were subject to the achievement of a mix of EPS and TSR performance targets. He was not granted any incentives by his former employer in Adam Crozier – 7,950 – N/A respect of 2018 as his resignation had already been announced. Nick Beighton 150,503 169,903 61,540 Yes In August 2019, Mat was granted an award over 17,236 share options with a face value of £400,000 based on the five-day average Mat Dunn – 994 39,452 No share price prior to the date of award in replacement of the 2016 share incentive awards he forfeited on leaving his previous employer. GOVERNANCE This award shall vest, subject to continued employment, on 16 December 2019 which is in line with the date his forfeited awards would Rita Clifton – – – N/A have vested. The Committee is conscious that shareholders’ preference is for performance-based awards to be bought-out with Ian Dyson – – – N/A performance-based awards. However, the Committee believes that the approach adopted here is appropriate, as the face value of this Hilary Riva 227 784 – N/A award is significantly less than the expected value of the award forfeited. Nick Robertson 5,196,414 4,636,414 – N/A In June 2019 Mat was granted a 2018/19 ALTIS award which will vest based on the same performance criteria as other 2018/19 ALTIS awards, which are outlined on page 65. The Committee considered that it was appropriate for Mat to receive a full year ALTIS award for Performance and CEO remuneration comparison 2018/19 as he did not receive incentive awards in 2018 from his former employer as his resignation to join ASOS had already been announced. The market price of ordinary shares at 31 August 2019 was £23.80 (31 August 2018: £61.14) and the range during the year to 31 August 2019 was from £21.07 to £62.22 (year to 31 August 2018: £54.90 to £77.30). Mat was eligible for an annual bonus for the year ended 31 August 2019. As noted overleaf the PBT threshold was not met and therefore no bonus was paid for the year. This graph shows the value, by 31 August 2019, of £100 invested in ASOS Plc on 31 March 2010 compared with that of £100 invested in the FTSE AIM 100 and the FTSE All-Share General Retail Indices. The other points plotted are the values at the intervening financial year ends, including the five-month period to 31 August 2012. Number of Executive Director Basis of award shares granted Face value of award1 Vesting date Mat Dunn Buy-out award 17,236 £400,000 16 December 2019

1 Based on the five-day average share price of £23.21 prior to the date of award.

2500 Directors’ interests in share plans (audited)

2000 Granted Lapsed Exercised during the year during the year during the year 31 August to 31 August to 31 August to 31 August 31 August Exercise 1500 Share option Date of 2018 2019 2019 2019 2019 price Director scheme grant (no. of shares) (no. of shares) (no. of shares) (no. of shares) (no. of shares) (pence) Exercise date/period

Nick Beighton SAYE 08.06.17 369 – – – 369 4,869.0 01.07.20 - 31.12.20 £) (Rebased 1000 ALTIS 30.10.15 36,194 – – 36,194 – – 31.10.18 500 ALTIS1 16.12.16 21,245 – – – 21,245 – 31.10.19 ALTIS2 11.10.17 18,899 – – – 18,899 – 31.10.20 0 ALTIS2 24.10.18 – 21,027 – – 21,027 – 31.10.21 Year to Year to Year to Year to Year to Year to Year to Year to Year to Year to Year to Year to 31 March 31 March 31 March 31 March 31 August 31 August 31 August 31 August 31 August 31 August 31 August 31 August Mat Dunn ALTIS2 28.06.19 – 22,216 – – 22,216 – 31.10.21 2009 2010 2 011 2012 2012 2013 2014 2015 2016 2017 2018 2019 Buy-out 30.08.19 – 17,236 – – 17,236 – 16.12.19 ASOS Plc FTSE AIM 100 Index FTSE All-Share General Retail Index 1 The performance conditions applying to the awards granted under the ALTIS to the Company’s Executive Directors for the performance period from 1 September 2016 to 31 August 2019 are provided on page 64. 2 Performance conditions for these awards are set out on page 65.

PAGE 66 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 67 Annual Report on Remuneration continued

CEO remuneration history* Remuneration governance The table below sets out the remuneration data for Directors undertaking the role of CEO during each of the past ten financial years. Composition of the Remuneration Committee Year to Year to Year to Year to Year to Year to Year to Year to Year to Year to The Remuneration Committee currently comprises four independent Non-executive Directors: Hilary Riva (Chair), Rita Clifton, Ian Dyson 31 March 31 March 31 March 31 August 31 August 31 August 31 August 31 August 31 August 31 August 2010 2011 2012 2013 2014 2015 2016 4 2017 2018 2019 and Karen Geary. Appropriate members of the management team, as well as the Committee’s advisers, are invited to attend meetings as appropriate, unless there’s a potential conflict of interest. Total remuneration (£) 2,084,510 1,740,821 55,210,388 803,843 337,193 81,280 1,199,520 3,072,259 2,904,614 796,921 Annual bonus %2 – – 60% 60% – – 70% 65% – 0% The remuneration of Non-executive Directors other than the Chair is determined by the Chair of the Board and the Executive Directors. Long-term incentive %3 – – 100% – – – – 99.1% 100% 27.0 % Advisers to the Remuneration Committee

1 Gains made under the long-term incentive plans are recognised above in the financial year of the performance period to which they relate. The value for the FY17 award was The Committee has engaged the external advisers listed below to help it meet its responsibilities. GOVERNANCE calculated using a share price of £56.84, being the actual share price at the vesting date on 31 October 2017. The value for the FY18 award was calculated using a share price of £54.48, being the actual share price at the vesting date on 31 October 2018. The value shown for the year to 31 August 2019 is based on the average share price for the last –– During the year, following a competitive tender process the Committee appointed Deloitte LLP as independent advisers to the Committee; quarter of the financial year to 31 August 2019. This will be adjusted to reflect the share price at the point of vesting on 31 October 2019. they provided advice from their appointment in February 2019 on all remuneration matters considered by the Committee. For that advice, 2 Annual bonus percentage figure shows the percentage of the individual’s maximum bonus percentage received in that financial year. Deloitte LLP received fees totalling £103,500 in the financial year to 31 August 2019. Deloitte LLP are signatories to the Remuneration 3 Long-term incentive percentages show the percentage of the award that vested in the financial year. Consultants’ Code of Conduct, and the Committee is satisfied that the advice that it receives is objective and independent. Separately, 4 During the year to 31 August 2016, the CEO changed from Nick Robertson to Nick Beighton. During the year to 31 August 2015, Nick Robertson opted to waive receipt of £442,580 of his base salary, and any entitlement to bonus. other parts of Deloitte also advised the Company during the year in relation to internal audit services. *Note that the data above is for 12-month periods only and excludes the five-month period to 31 August 2012 to give a consistent view of the CEO’s annual remuneration. –– Prior to the appointment of Deloitte LLP in February 2019, New Bridge Street acted as independent advisers to the Committee; they provided advice throughout the financial year up to February 2019. For that advice, New Bridge Street received fees totalling £32,000 in the financial year to 31 August 2019. New Bridge Street are signatories to the Remuneration Consultants’ Code of Conduct, and the Percentage change in CEO’s remuneration Committee is satisfied that the advice that it received was objective and independent. Aon plc, the parent company of New Bridge Street, The table below shows the percentage change in the CEO’s salary, benefits and annual bonus between the financial years ended 31 August also provides insurance broking services to ASOS. 2019 and 31 August 2018, compared with all employees of ASOS. –– When required, ASOS also receives advice relating to remuneration matters from Willis Towers Watson, PricewaterhouseCoopers LLP, KPMG LLP, and Slaughter and May LLP on reward, tax and legal matters respectively. Executive Director Salary change Benefits change Bonus change Chief Executive Officer 0.0% 0.8% 0.0% As a matter of course, the Committee also receives advice and assistance as needed from our Reward Director, our General Counsel & Company Secretary, our CEO and our CFO. All employees1 2.9% 3.7% 0.0% Key areas of focus for the year ahead 1 This is calculated by dividing the actual salary costs (including capitalised salaries) by the average number of employees across the year. –– Engaging with shareholders in relation to our approach to remuneration for 2019/20 –– Review and approve any salary increases for the Executive Committee Relative importance of spend on pay The following table shows ASOS’ actual spend on pay (for all employees) relative to dividends and retained profit. To date, no dividend –– Determine 2018/19 annual bonus outcome and 2016 ALTIS awards vesting has been paid by ASOS Plc and there is no intention to pay a dividend at this stage as all monies are being retained in the business for –– Approve 2019/20 ALTIS targets and awards, and 2019/20 annual bonus future investment. –– Continue to monitor regulatory and legislative developments

Staff costs1 2019 £219.7 15% £190.7

PBT 2019 £33.1 -68% £102

1 The above includes capitalised staff costs

PAGE 68 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAGE 69 DIRECTORS’ REPORT

Much of the information previously provided Directors and their interests Employee Benefit Trust Substantial shareholders Based on this assessment, the Directors have as part of the Directors’ Report is now a reasonable expectation that the Group Details of the Directors as at the date of this ASOS uses an Employee Benefit Trust to As at 1 October 2019, the Company was aware of the following interests in 3% or more of required, under company law, to be will continue in operation and meet all its report are set out on pages 38 to 39. facilitate the acquisition of ordinary shares its ordinary share capital: presented as part of the Strategic Report. liabilities as they fall due during the period in the Company for the purpose of satisfying This Directors’ Report includes the information The interests of the Directors and their up to 31 August 2022. awards and options granted under ASOS Major shareholder Holding As a % of issued shares required to be included under the Companies closely associated persons in the share share schemes. During the financial year, Bestseller A/S (DK) 22,175,451 26.44 Act 2006 or, where provided elsewhere, an capital of the Company as at 31 August Statement on disclosure of ASOS used both the Employee Benefit Trust appropriate cross-reference is given. The 2019, along with details of Directors’ share The Capital Group Companies, Inc. 7,67 7,258 9.15 information to auditors (EBT) and the Link Trust (LT) to satisfy awards Corporate Governance Report approved by options and awards, are contained in the T. Rowe Price Group 7, 4 6 3,972 8.90 granted under its Save As You Earn and SIP The Directors confirm that, so far as each is

the Board is provided on pages 40 to 45 Directors’ Remuneration Report on pages GOVERNANCE share schemes: Baillie Gifford & Co 6,425,254 7.66 aware, there is no relevant audit information and incorporated by reference into this 51 to 69. At no time during the year did any Allianz Global Investors 5,402,442 6.44 of which the Group’s auditors are unaware. Directors’ Report. of the Directors have a material interest in –– The EBT is a discretionary trust, the sole Each of the Directors has taken all the steps any significant contract with ASOS or any beneficiaries being employees (including Robertson, N 4,636,414 5.53 Subsidiaries he or she should have taken as a Director of its subsidiaries. Executive Directors) and former Immersion Capital LLP (UK) 3,434,950 4.10 to make himself or herself aware of any The Company has 21 subsidiaries; a employees of the Group who have ASOS maintains Directors’ and Officers’ Camelot Capital Partners 2,755,018 3.28 relevant audit information and to establish complete list is provided at Note 8 of the received awards under the Save As You liability insurance which gives appropriate that the Group’s auditors are aware of Parent Company Financial Statements on Earn scheme (or their close relations in the cover for any legal action brought against that information. pages 112 to 113. event of their death). The trustee of the its Directors. The Company has also EBT is Apex Financial Services (Trust Political donations provided an indemnity for its Directors, Dividends Company) Limited, an independent which is a qualifying third-party indemnity No political donations have been made As last year, the Directors do not professional trustee company based in provision, for the purposes of section 234 of during this financial year. recommend the payment of a dividend Jersey. Under the terms of the Trust Deed, –– As at 31 August 2019, the EBT and LT able to operate within the level of its current the Companies Act 2006. This was in place (2018: £nil). ASOS funds the EBT to purchase on the (combined) held 271,875 shares in facilities for the foreseeable future and at Annual General Meeting throughout the year and up to the date of ASOS Plc (2018: 283,474 shares). a minimum for 12 months from the date of EBT’s own account ordinary shares in the The Annual General Meeting of the Strategic Report approval of the financial statements. The total value in reserves was a credit signing the Group’s financial statements. Company on the open market in return for Company will be held at 12 noon on balance of £1.0m (2018: credit balance The Directors have therefore continued to This is set out on the pages 5 to 11 of the Articles of Association the EBT agreeing to use the ordinary 27 November 2019 at Greater London of £1.0m). The EBT and LT are both adopt the going concern basis in preparing Annual Report and includes an indication shares in the Company that it holds to House, Hampstead Road, London NW1 ASOS’ Articles of Association can only be recognised within the EBT reserve for the Group’s financial statements. of likely future developments. satisfy certain outstanding awards and 7FB. The Notice of Meeting will be amended by special resolution and are accounting purposes. The Group’s options made under the Company’s available to view on www.asosplc.com, Significant events since the end available at www.asosplc.com/investors/ accounting policies are detailed within Viability statement share schemes. sufficiently in advance of that meeting. of the financial year shareholder-information/company- Note 24 to the financial statements and The Directors have also assessed the documents. –– The LT holds shares awarded under the movements are detailed in the Group’s prospects and viability over a There have been no important events By order of the Board SIP solely for the benefit of current Consolidated Statement of Changes three-year period to 31 August 2022. affecting the Group since 1 September 2019. Share capital employees (including Executive Directors) in Equity on page 80. This three-year assessment period was Risk management and principal The issued share capital of the Company at who participate in it. The trustee of the selected as it corresponds with the Going concern risks 31 August 2019 was 83,872,275 ordinary SIP is Link Asset Services Limited, an Board’s strategic planning horizon shares of 3.5p. Full details of the issued independent professional trustee The Group’s business activities, financial as well as the time period over which A description of the principal risks facing the share capital, together with the details of company based in the United Kingdom. position and cash flows, together with senior management are remunerated via business, and the Company’s approach to shares issued during the year to 31 August Under the terms of the Trust Deed, ASOS the factors likely to affect its future long-term incentive plans. managing those risks, is on pages 32 to 37. 2019, are shown in Note 17 to the financial funds the LT to buy the shares on the open performance and position, are set out in the In making this assessment, the Directors took statements on page 95. market and retain those shares on behalf Strategic Report on pages 5 to 11. In Anna Suchopar account of the Group’s current financial of the underlying beneficiaries. addition, details of the Group’s objectives Company Secretary position, annual budget, three-year plan, and policies on financial risk management 15 October 2019 forecasts and sensitivity testing. The Board are set out in Note 18 to the financial also considered a number of other factors, statements on pages 95 to 99. including the Group business model (pages The Group ended the year with net debt of 12 and 13), risks and uncertainties (pages £90.5m at 31 August 2019. The Group 32 to 37) and internal control effectiveness has a £350m revolving credit facility which (page 48). While the principal risks and was approved by the Board during the year uncertainties could impact future and is available until June 2022 (with a two- performance, none of them is considered year extension applicable subject to the likely, individually or collectively, to affect agreement of all parties). The Directors have the viability of the business during the reviewed current performance and cash three-year assessment period. The Group is flow forecasts, and are satisfied that the operationally strong with a robust balance Group’s forecasts and projections, taking sheet and cash position, and has a track account of potential changes in trading record of delivering profitable and performance, show that the Group will be sustainable growth, which is expected to continue.

PAGE 70 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 PAG E 71 STATEMENT OF DIRECTORS’ RESPONSIBILITY

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Financial

Company law requires the Directors to The Directors are responsible for keeping Each of the Directors, whose names, prepare financial statements for each adequate accounting records that show and functions and short biographies are set out Statements financial year. Under that law, the Directors explain the Group and the Company’s on pages 38 to 39, confirms that, to the best have prepared the Group and parent transactions. These must disclose with of his or her knowledge: company financial statements in reasonable accuracy at any time the –– The Group financial statements, which accordance with International Financial financial position of the Group and the have been prepared in accordance with Reporting Standards (IFRS) as adopted by Company and enable them to ensure that IFRS as adopted by the EU, give a true the European Union (EU). Under company the financial statements comply with the and fair view of the assets, liabilities, law, the Directors must not approve the Companies Act 2006 and, as regards the financial position and profit of the Group. financial statements unless they are satisfied Group financial statements, Article 4 of the that they give a true and fair view of the IAS Regulation. They are also responsible –– The Company financial statements, which state of affairs of the Group and the for safeguarding the assets of the Group have been prepared in accordance with Company and of the profit or loss of the and the Company and for taking IFRS as adopted by the EU, give a true and Group and the Company for that period. In reasonable steps for the prevention and fair view of the assets, liabilities, financial preparing these financial statements, detection of fraud and other irregularities. position and loss of the Company. 74 Independent Auditors’ Report to the Members of ASOS Plc the Directors are required to: The Directors are responsible for the –– The Strategic Report on pages 5 to 11 79 Consolidated Statement of Total Comprehensive Income –– Select suitable accounting policies and maintenance and integrity of the Company’s includes a fair review of the development 80 Consolidated Statement of Changes in Equity then apply them consistently. website, www.asosplc.com. Legislation in and performance of the business and the the UK governing the preparation and position of the Group and the Company, 81 Consolidated Statement of Financial Position –– Make judgements and accounting dissemination of financial statements may together with a description of the estimates that are reasonable and 82 Consolidated Statement of Cash Flows differ from legislation in other jurisdictions. principal risks and uncertainties that prudent. it faces. 83 Notes to the Financial Statements The Directors consider that the Annual –– State whether applicable IFRS as Report and Accounts, taken as a whole, is 108 Company Statement of Changes in Equity adopted by the EU have been followed, fair, balanced and understandable and subject to any material departures 109 Company Statement of Financial Position provides the information necessary for disclosed and explained in the financial shareholders to assess the Group and 110 Company Statement of Cash Flows statements. Company’s performance, business model 111 Notes to the Company Financial Statements –– Prepare the financial statements on and strategy. the going concern basis unless it is 114 Five-Year Financial Summary (unaudited) inappropriate to presume that the Anna Suchopar 116 Company Information Group and the Company will continue Company Secretary in business. 15 October 2019

PAGE 72 ASOS PLC ANNUAL REPORT AND ACCOUNTS 2019 ASOS PLC Annual Report and Accounts 2019 73 FINANCIAL STATEMENTS 75 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS How our audit addressed the audit key matter provision. inventory the calculate to methodology used the understood We The inventory quantity and value inputs into the provision calculation were tested in we costing inventory For existence. and costing inventory on work underlying our performed testing to invoice on a sample basis and subsequently a recalculation of the average weighted cost for a sample of line items. For existence, we tested the inventory cycle count controls in place at each warehouse, including the new attendance through a at Berlin warehouse, upgraded and Atlanta warehouse number of cycle counts through the year and walkthrough procedures. also We obtained confirmation from each third party warehouse and returns centre of the confirmations obtaining as courier from well as inventory quantity, year-end companies of inventory in transit to warehouses at the year end. assessTo the appropriateness of the provision we tested the ageing of inventory, through testing a sample back to purchase invoice. also We reviewed specific of disposed be would that determined Management that inventory categories of below cost, and satisfied ourselves that the level of provision recorded was reasonable. inventory of existence and valuation identify regarding issues not did any We through the work performed. We have gained an understanding through walkthroughs performed and discussion performed discussion and walkthroughs through understanding an gained have We with management ofthe process in place for evaluating capital approval for staff time capitalised in relation to capital projects. testedWe management’s operational control in relation to capital funding request forms which evidences that the capitalisation criteria have been considered and the for are controls these on reliance place to able were We authorised. appropriately audit. our purpose of Our testing approach covered capitalisation of employee time for internal staff and selected capitalised various of understanding an obtained external contractors. We assessed independently and data timesheet to back charged time tested projects, whether sufficient economic benefits were likely to flow from the projects to support capitalised. values the Our testing did not identify any costs that had been inappropriately capitalised. For a number of projects which became operational in the year we validated that the costspreviously capitalised relating to these projects were moved out of assets under construction at the point that the associated assets became operational. We further confirmed that depreciation or amortisation was commenced on these projects at rates consistent with the accounting Group’s policies once the respective operational. became projects discussedWe the revenue recognition policy with management and performed a process. recognition revenue the of understanding our reconfirm to walkthrough usedWe computer-aided auditing techniques to trace revenue transactions to debtors and cash and tested transactions which did not follow this expected flow of immaterial balance. an to transactions down Due to the transactional nature of revenue, we deemed the risk of fraud in revenue to be specific to journal postings or judgemental adjustments.We therefore performed testing to identify unusual journals, i.e. those which do not follow the expected business process. tested We and gained evidence over the commercial rationale of these journals without issue. Adjustments are made to revenue for cut off and returns. Regarding cut off, we deem risks and rewards to transfer on receipt by the customer, rather than despatch estimated assess the to calculation management’s examined we therefore and financial impact of recognising revenue on despatch rather than on receipt by difference potential the of calculation performed independent also an We customers. of recognising revenue on despatch rather than delivery. determined We that the sales and profit impact for the year of recognising revenue on dispatch as against delivery material. not was and provision returns the calculate to methodology used the understood We determined it was consistent with the prior tested year. We the inputs to the calculation through to source data and assessed the key assumption driving the calculation which was historical returns rates. also We compared the provision to actual returns of sales made pre year end which were processed in the period post year end. No issues arose from our work to suggest that the provision for returns was materially misstated. Valuation and existence of inventory The group held a significant amount(£536.8m) of inventory as at held across multiple31 August 2019, locations, which was both desirable and fast moving, leading to an existence risk either through accounting error. pilferage or The nature of the business group’s model is to service demand in a dynamic and fast moving fashion market which also inherently means there is a risk of inventory falling out of fashion and proving difficult to sell above cost. There are key assumptions thatdrive the inventory provision, which is ability the including to inventory balance, netted group’s the against sell through older inventory and the realisable value that will be a two elements comprises broadly provision The sale. on achieved provision for items looking to be sold off at below cost and a provision for aged items which there is a concern may ultimately be sold at cost. below determinedWe that there were no audit key matters applicable to the parent company to communicate in our report. Key auditKey matter staff costs internal of Capitalisation Refer to pages (Noteand 83 103 1 and Note 24) The group continued to invest heavily in its operational infrastructure spending on property, £79.7m plant and equipment as set out in note on intangible assets and £115.6m 12, The as set most out in note 11. significant elements of this expenditure, as described in the CFO’s review, was related to the Atlanta warehouse which became operational in the year and expenditure on automating the distribution centre in Berlin, as well as further expenditure on the Total Global Retail system which is due to go live in 2020. focussedWe on this area due to the size of the costs capitalised and assessing the whether in involved judgement was there that fact the criteria set out in accounting standards for the capitalisation of such costs had been met. In particular we focussed on the capitalisationof internal staff costs to confirm that costs capitalised were a fair reflection of actual costs incurred and the associated time was spent on projects which met the criteria to be capitalised. further We assessed whether costs were appropriately moved out of assets under point the from amortised/depreciated appropriately and construction at which they came into operational use. recognition revenue in Fraud Refer to pages 85 (Note and 103 3 and Note 24) The group has one main source of revenue which relates to sales made through ASOS.com and its website. Sales of goods sold via the website are recognised on dispatch from the website with customers having the right to return the goods, should they so choose, within a predefined window. Should customers return any goods, the group will typically refund the associated revenue relating to the returned goods. The nature of the revenue group’s and revenue recognition policies generated two specific heightened areas of focus for our audit: Firstly, we assessed whether the policy of recognising revenue on revenues enhance significantly delivery than could rather dispatch inappropriately. profits and Secondly, we focussed on the level of provision recorded for returns and the associated reduction in revenue and profit arising as a result of recording this provision. ASOS Plc – the parent entity holding investments throughout the Group. ASOS.com Limited – the trading entity that generates 99% of Group revenue. – – Overallparent company materiality: £250,000) – based of on 1% £250,000 (2018: total assets. of: scope audit Full internal staffCapitalisation of costs. recognition. revenue in Fraud inventory. of existence and Valuation OverallGroup materiality: £4,500,000) £4,500,000 – based oftotal (2018: on revenue 1% with regard to profit before tax. – – – – – – – – – – – – – – Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS A give a true and fair view of the state and of the of the group’s parent and company’s profit of affairs the group’s Augustand 2019 as at 31 andthe the group’s parent company’s cash flows for theyear then ended; European the by adopted as (IFRSs) Reporting Standards with International Financial accordance in prepared properly been have Union and, as regards the parent company’s financial statements, as applied in accordance with the provisions of the Companies Act 2006; and Have been prepared in accordance with the requirements of the Companies Act 2006. – – – 74 Key auditKey matters auditKey matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement(whether or not due to fraud) identifiedby the auditors, including those which had the greatest effect on: theoverall audit strategy; the allocation were thereon, of resources procedures our of results the on in the make audit; we comments efforts the matters, These directing any team. and engagement and the of addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identifiedby our audit. As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptionsand considering future events that are inherently uncertain. As in all of our audits that directors the we also by bias addressed of evidence was whether there evaluating including controls, internal of override management of the risk fraud. to material misstatement due of risk a represented The scope of our audit Our audit approach audit Our Overview We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements financial the of audit our to relevant are that requirements ethical with the accordance in group the of independent remained We in the UK, which includes the Ethical FRC’s Standard, as applicable to listed entities, and we have fulfilled our other ethical responsibilities in with these requirements. accordance Independence Basis for opinion for Basis conductedWe our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable Our law. responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. – have auditedWe the financial statements, included within the AnnualReport, which comprise: parent and Consolidated the Income, the Comprehensive Statement of Consolidated Consolidated the and parent 2019; company August 31 at as Position Financial Statements of ended; then year Equity the for in Changes Statements of company parent and Consolidated the and Flows, Cash Statements of company and the notes to the financial statements, which include a description of the significant accounting policies. – – Opinion statements’): ‘financial (the statements financial company parent statementsand financial Group Plc’s ASOS opinion, our In to the Members of ASOS Plc of ASOS Members to the Reporton the Audit of theFinancial Statements Independent Auditors’ Independent Report FINANCIAL STATEMENTS 77 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS The section of the Annual Report on pages 46 to 48 describing the work of the Audit Committee does not appropriately address matters communicated us by to the Audit Committee. The directors’ confirmation on 37 pagesof 32 theto AnnualReport that they have carried out a robust assessment of the principal risks facing the group, including those that would threaten its business model, future performance, solvency or liquidity. The disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. The directors’ explanation on page of the 71 Annual Report as to how they have assessed the prospects of the group, over what period reasonable a have whether they to as statement their and appropriate, be to period that consider they why and so done have they expectation that the group will be able to continue in operation and meet its liabilities as they fall due over the period of their necessary attentionassumptions. any drawing or to qualifications disclosures related any assessment, including The statement given the by directors, on page that 72, they consider the Annual Report taken as a whole to be fair, balanced and and position company’s parent and information assess necessary the group’s the to members the provides for and understandable, performance, business model and strategy is materially inconsistent with our knowledge of the group and parent company obtained in the course of performing our audit. – – – – – – have nothingWe to report in respect of this responsibility. Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given legal applicable with in the accordance in Strategic prepared been has statementsand financial with the consistent Report is and Directors’ Report 2019 August 31 ended year the for (CA06) requirements. In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. (CA06) The directors’ assessment of the prospects of the group and of the principal risks that would threaten theor liquidity solvency of the group As a result of the directors’ voluntary reporting on how they have applied the UK Corporate Governance Code (the “Code”), we are required to report to you if we have anything material to add or draw attention to regarding: – – – have nothingWe to report in respect of this responsibility. Other Code Provisions As a result of the directors’ voluntary reporting on how they have applied the Code, we are required to report to you if, in our opinion: – Reporting on other informationReporting on report auditors’ our statementsand financial the than Report other Annual the information in the of all information comprises other The information other the cover not statements does financial the on opinion Our information. other the for responsible are directors The thereon. and, accordingly, we do not express an audit opinion except or, to the extent otherwise explicitly stated in this report, any form of assurance thereon. whether consider so, doing in information and, other the read responsibility to is statements, our financial the of audit with our connection In otherwise or to appears audit, the in obtained knowledge our statements or financial with the inconsistent materially information is other the perform to procedures required are we material misstatement, or material inconsistency identify apparent we misstated. materially If an be based information. other If, the misstatementmaterialof a statements or financial the material misstatement of a is whether there conclude to on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. have nothing We to report based on these responsibilities. disclosures whether the considered also we Statement, Governance Corporate Report and Directors’ Report, Strategic the to With respect required the by UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, the Companies Act 2006 (CA06) and ISAs (UK) require us also to report certain opinions and matters as described below (required ISAs by (UK) unless otherwise stated). Parent company financial statements financial company Parent £250,000). (2018: £250,000 of total assets.1% The parent company does not trade. As a result, we believe that total assets is the most appropriate benchmark to use for the Company. Outcome have nothingWe material to add or to draw attention to. becauseHowever, not all future events or conditions can be predicted, this statement is not a guarantee as and to the group’s concern. For ability going a as continue to company’s parent example, the terms on which the United Kingdom may withdraw from the European Union are not clear, and it is difficult to evaluate customers, trade, group’s the on implications potential the of all economy. wider the and suppliers Group financial financial statementsGroup £4,500,000). (2018: £4,500,000 of revenue with1% regard to profit before tax. Within the Group there is a focus on driving sales given focus the on group’s reinvesting profits into underpin future to expansion significant capital growth. At the same time, the business remains short acceptable term an delivering on focussed return as it expands sales. Having regard to both the size of the business and its profitability, £4.5m was viewed as an appropriate level to set materiality. In determining materiality for the current we year, have regard to the fact that revenue the Group’s Despitehas increased this increase, £316.2m. by we agreed with the Audit Committee that it was materiality hold level same to the appropriate at as the prior given year, the decline in profitability of the Group. Annual Report and Accounts 2019 Annual Report

ASOS PLC PLC ASOS

determined it determined Overall materialityOverall How we forRationale benchmark applied We are requiredWe to report if we have anything material to add or draw attention to in respect of the directors’ statement in the financial to appropriate it considered directors whether the statements about the preparing in accounting of basis concern going the adopt material any of identification directors’ the statementsand financial uncertainties and to the the group’s parent company’s ability to continue as a going concern over a period of at least twelve months from the date of approval of the financial statements. Reporting obligationReporting 76 In accordance with ISAs (UK) we report as follows: Going concern Going Materiality The scopeof our audit was influencedby our application of materiality.We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and a in whole. aggregate statementsas financial the on follows: as a whole materiality determined statementsas financial we the for judgement, professional our on Based We tailoredWe the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the parentcompany, the accounting processes and controls, and the industry in which they operate. determinedWe there to be two entities in scope for our group audit. ASOS Plc being the parententity holding investments throughout the group, and ASOS.com Limited which generates 99% of the group revenue through sales via the world-wideASOS websites. How we tailored we How theaudit scope For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of £250,000. between and £4,440,000 materiality was components across allocated agreedWe with the Audit Committee that we would report to them misstatements identified during our audit above£250,000 (Group as well audit) as misstatements £10,000) (Parent company £250,000) and £10,000 audit) below (2018: those(2018: amounts that, in our view, warranted reporting for qualitative reasons. FINANCIAL STATEMENTS

79 £m 0.3 0.3 (0.2) 67. 7 55.2 82.4 82.4 (19.6) (12.8) 137. 6 101.9 98.9p 102.0 102.0 Year to 98.0p (380.8) (754.4) 1,237.1 2,417.3 (1,180.2) 31 August 31 2018

– £m 2.8 (8.5) (0.8) (2.0) 11.7 35.1 33.1 24.6 24.6 (12.9) (14.9) 29.4p 29.4p Year to (415.6) (883.6) 1,334.3 2,733.5 (1,399.2) 31 August 2019 Annual Report and Accounts 2019 Annual Report 3 8 4 6 7 9 9 8 ASOS PLC PLC ASOS 18 Note 1 Statement Consolidated Income Comprehensive of Total For the August year to 31 2019 Revenue Cost of sales Income tax expense Gross profit Gross before tax Profit Distribution expenses Administrative expenses Operating profit income Finance expense Finance 1 All items of other comprehensive income will subsequently be reclassified to profit or loss. to profit income will subsequently be reclassified comprehensive 1 All items of other Total comprehensive income for the year attributable income for the to owners of the comprehensive Total parent company parent company attributable owners of the to the Earnings per share year during the Basic per share Diluted per share Other comprehensive (loss)/income for the year (loss)/income for the comprehensive Other Profit for the year for the Profit Income tax relating to these items Net fair value (loss)/gain on derivative financial instruments financial derivative on (loss)/gain value fair Net Profit for the year attributable parent company for the the to owners of Profit Net translation movements offset in reserves

Annual Report and Accounts 2019 Annual Report (Senior Statutory (Senior Auditor) ASOS PLC PLC ASOS Certain disclosures of directors’ remuneration specifiedby law are not made; or returns. and records accounting with the agreement in not statementsare financial company parent The We have notWe received all the information and explanations we require for our audit; or Adequate accounting records have not been kept the by parent company, or returns adequate forour audit have not been received from branches not visited or us; by – – – – 78 Andrew Latham Andrew – have noWe exceptions to report arising from this responsibility. – Under the Companies Act 2006, we are required to report to you if, in our opinion: – – Other required reporting Other required Companies Act 2006 exception reporting This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance with accordance in body a as members company’s parent the for only and for prepared been has opinions, the including report, This Chapter of the 3 of Part Companies 16 Act 2006 and for no other purpose. do not, We in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed our by prior consent in writing. Use of this report Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, material from free are a whole statementsas financial whether the about assurance reasonable obtain to are objectives Our whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably statements. financial these of be basis the on taken users of decisions economic the influence to expected A further description of our responsibilities for the audit of the financial statements is located on websitethe FRC’s at: report. www.frc.org.uk/ auditors’ our part of forms description This auditorsresponsibilities. Auditors’ responsibilities for the audit of the financial statements Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ Responsibility set out on page the 72, directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they agive true and fair free Thestatementsare view. that financial directors of necessary preparation the is determine enable they to as control internal such for responsible also are error. or fraud to whether due material misstatement, from as ability continue to company’s parent the and assessing group’s for the responsible are statements,directors financial the the preparing In the unless accounting of basis concern going the using and concern going matters to related applicable, as disclosing concern, going a directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Responsibilities for the financial statements and the audit for and on behalf of PricewaterhouseCoopers LLP PricewaterhouseCoopers of behalf on and for Chartered Statutory and Accountants Auditors Watford 2019 October 15 FINANCIAL STATEMENTS – – – At 81 £m 1.1 7. 5 1.0 2.9 6.9 3.8 (1.6) (5.3) (3.0) (8.2) (2.0) 10.7 42.6 42.7 (10.2) (54.4) 407.6 241.6 422.1 256.9 438.8 438.8 503.6 503.4 (549.7) (558.0) 31 August31 2018 – – At £m 1.1 0.1 1.3 6.9 2.9 2.6 (7.1) (4.8) (2.2) 11.0 72.8 (15.5) (19.7) (12.6) (12.7) (75.0) 325.1 449.5 623.2 453.6 453.6 622.3 296.0 536.8 (149.0) (669.0) (772.2) 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 11 17 12 16 15 13 18 18 18 14 14 14 18 10 Note

Mathew Dunn Officer Financial Chief Translation reserve Translation earningsRetained equity Total Hedging reserve Hedging Net assets Equity attributable parent to owners of the capital share up Called Share premium reserve Trust Benefit Employee Derivative liability financial liability tax Current Net current liabilities Non-current liabilities Deferred liability tax Derivative liability financial Borrowings Cash and cash equivalents cash and Cash Current liabilities Trade and other payables Derivative financial asset financial Derivative equivalents cash and Cash Current tax asset Consolidated Statement Consolidated AugustAs at 31 2019 Non-current assets Goodwill assetsOther intangible equipment and plant Property, Current assets Inventories Trade and other receivables other and Trade Notes are 1 to 24 an integral part of the financial statements. The consolidated financial statements of ASOS Plc, registered were approvedby the numberBoard 4006623, on of107, pages79 to Directors and authorised and were for signed October issue on on its 15 2019 behalf by: of Financial Position of Financial Derivative financial asset financial Derivative

– £m 1.7 2.0 0.3 3.4 (0.6) 10.4 55.2 82.4 11.7 Total 438.8 24.6 287.1 137. 6 (12.9) 453.6 equity 438.8

– – – – – – – – – £m 0.2 0.2 (1.8) (1.6) (0.6) (0.6) (2.2) (1.6) reserve Translation – – – – – – – – – 7. 5 £m 7.5 (4.8) 55.0 55.0 (47. 5) (12.3) (12.3) reserve Hedging Hedging 2 – – – – – – – – – – £m 1.0 1.7 1.0 1.3 (0.1) 0.3 (0.6) Trust Benefit reserve Employee 1 – – – – 0.1 £m 2.0 3.4 (0.6) 10.4 82.4 82.4 24.6 24.6 327. 2 422.1 422.1 449.5 earnings Retained – – – – – – – – – – – – – £m 6.9 6.9 6.9 6.9 Share premium premium

– – – – – – – – – – – – – £m 2.9 2.9 2.9 2.9 share capital capital Called up 8 8 17 19 17 19 Note

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Profit for the year At1 September 2018 Other comprehensive loss for the year for the loss Other comprehensive 80 1 Retained earnings includes the share-based earnings includes the payments reserve. 1 Retained Trust. Trust and Link 2 Employee Benefit For the August year to 31 2019 Statement Consolidated in Equity of Changes Net cash received on exercise of shares from Employee BenefitTrust Total comprehensive comprehensive Total income/(loss) for the year Transfer of shares from Employee Benefit Trust on exercise Share-based payments charge Net cash received on exercise of shares from Employee BenefitTrust Share-based payments charge Tax relating to share option scheme option share to relating Tax Tax relating to share option scheme option share to relating Tax Balance August as at 31 2018 Balance as at 31 August 2019 Balance as at 31 At 1 September 2017 for the year Profit for the year income Other comprehensive Total comprehensive income for the year FINANCIAL STATEMENTS 83 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Impairment of property, plant and equipment and other intangible assets that indicate circumstances in changes or events if impairment for reviewed assets are intangible other and equipment and plant Property, the carrying amount may not be recoverable. Where an impairment is required, the recoverable 92. and amount is determined 91 pages on based 12 and on value-in- estimates. 11 Notes See and assumptions management’s using prepared calculations use Notes to the Financial Statements Financial the to Notes For the August year to 31 2019 1 SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY judgements affectthat estimatesand application necessarily the statements, management makes financial the preparing of course the In other and experience historical on based are and reviewed continually are judgements reported Estimates and amounts. and of policies factors, including expectations of future events that are believed to be reasonable under the current circumstances. Actual time statementseffect the at financial with an the results for on accounted are changes subsequent may any differ and judgement estimate or initial the from detailed as management, by made judgements and estimates considers Committee Audit The available. becomes information updated such in the Audit Committee Report on pages 46 to 48. The estimates and judgements which have the most significant risk of resulting in a material adjustment to the carrying amount of assets andliabilities are: estimatesAccounting Inventory valuation Inventory is carried at the lower of cost and net realisable value, on a weighted average cost basis, which requires an estimation of products’ future selling prices. A provision is also made to write down any slow-moving or obsolete inventory £6.2m). to net realisable (2018: value. August 2019 at 31 The provision is £11.3m accrualsRefund Accruals for sales returns are estimated on the basis of historical returns and are recorded so as to allocate them to the same period in which the original revenue is recorded. These accruals are reviewed regularly and updated to reflect management’s latest best estimates, although actual returns could vary from these estimates. £47.6m). The accrual for (2018: net refunds August totalled 2019 at 31 £62.9m Loyalty scheme deferral theIn September loyalty scheme 2018 £4.4m was closed. August was provided 2018, At 31 against future expected redemption of outstanding points all and outstanding vouchers. August As 2019 at points 31 and vouchers have either lapsed or been utilised by customers. Calculation share-based of payment charges The charge related to equity-settled transactions with employees is measured reference by to the fair value of the equity instruments at the date they are granted, using an appropriate valuation model selected according to the terms and conditions of the grant. Judgement is applied in determining the most appropriate valuation model and in determining the inputs to the model. Third-party experts are engaged to advise in this area where necessary. Judgements are also applied in relation to estimations of the number of options which are expected to vest, reference by to historic leaver rates and expected outcomes under relevant performance conditions. See Note 19 on pages to 102. 100 Depreciation of property, plant and equipment and amortisation of other intangible assets Depreciation and amortisation are provided to write down assets to their residual values over their estimated useful lives. The determinationof these residual values and estimated lives, and any change to the residual values or estimated lives, requires the exercise of management judgement. on and pages 92. and 91 12 See Notes 11 – £m 8.9 1.7 1.5 0.8 0.3 2.7 0.5 (0.2) (0.3) 17.0 37. 6 35.9 93.9 42.7 (13.1) (14.0) (84.3) 101.9 (117. 3) 160.3 Year to (107. 4) (105.6) (212.7) 31 August31 2018 – – £m 1.4 0.7 0.3 2.5 (1.4) (5.2) (0.2) 35.1 89.7 73.9 75.0 25.3 42.7 46.0 (58.0) (30.2) (96.7) (15.5) 143.3 143.3 (129.2) Year to (124.9) (221.6) 31 August 2019 4 4 4 4 19 14 14 Note Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Closing cash and cash equivalents cash and cash Closing Share-based payments charge Other non-cash items Income tax paid Net cash inflow relating to Employee Benefit Trust Net cash generated from operating activities Net cash generated from activities Investing Payments to acquire intangible assets equipment and plant property, acquire to Payments expense Finance financing activities Net cash generated from Net decrease in cash and cash equivalents Opening cash and cash equivalents Effect of exchange rates on cash and cash equivalents Increase in trade and other receivables other and trade in Increase Fixed asset impairment Fixed inventories in Increase Increase in trade and other payables income Finance activities Financing Proceeds from borrowings 82 Loss on disposal of non-current assets activities Net cash used in investing Adjusted for: Adjusted equipment and plant property, of Depreciation Amortisation assets intangible other of Operating profit Operating profit Consolidated Statement ofCash Flows For the August year to 31 2019 FINANCIAL STATEMENTS – 85 £m £m 7. 7 9.4 0.3 (0.2) Total (2.0) Total 35.1 66.4 54.4 33.1 101.9 102.0 (415.6) (380.8) (754.4) 2,417.3 (883.6) 1,237.1 2,355.2 (1,180.2) 2,657.7 2,657.7 1,334.3 2,733.5 (1,399.2) 1 1 – – £m £m 7. 8 9.4 RoW RoW 451.0 443.2 497.4 506.8 US £m US 9.0 £m 0.2 0.1 12.1 311.6 320.8 341.2 353.4 Annual Report and Accounts 2019 Annual Report Year to 31 AugustYear to 31 2018 ASOS PLC PLC ASOS Year to 31 AugustYear to 31 2019 EU EU £m £m 0.1 0.3 15.3 17.5 739.1 754.5 825.7 843.5 843.5 UK £m UK £m 9.0 7. 4 22.3 27.4 861.3 891.0 993.4 1,029.8 Delivery receipts revenues Total Administrative expenses profit Operating income Finance expense Finance Third-party revenues Distribution expenses tax before Profit Cost of sales Gross profit 3 SEGMENTAL ANALYSIS ANALYSIS SEGMENTAL 3 Operating Chief reporting the internal to Group’s the on based determined be to segments operating requires Segments’ ‘Operating 8 IFRS information on Committee receives Executive the which be to determined been has Maker Decision Operating Chief The Maker. Decision reporting internal structure. and management Group’s the territories, on based geographical key in operations Group’s the of basis the The Executive Committee assesses the performance of each segment based on revenue. SeeNote for 24 accounting the Group’s policy on revenue recognition. 1 Rest of World of World 1 Rest Retail sales Retail Delivery receipts Third-party revenues revenues Total Cost of sales of World 1 Rest sales Retail Gross profit Distribution expenses Administrative expenses Operating profit Operating income Finance expense Finance tax before Profit Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 84 Standards, amendments and interpretations to standards that are effective and Company have been adoptedand/or the by Group IFRS 9 ‘Financial instruments’ (effective It has been 1 January determined 2018). that all existing effective hedging instruments statements. effect continuedChanges financial no the had on therefore has standard the of to adoption The 9. IFRS under qualify accounting hedge for theseconcluded been has it and considered been have liabilities assets and financial of measurement and classification,impairment to the changes do not impact the Group. ‘Revenue fromIFRS 15 contracts with customers’ (effective Adoption 1 January of the new standard 2018). has not impacted recognition or measurement of any of revenue the streams. Group’s The adoption of the standard has therefore had no impact on existing revenue policies. recognition All other accounting policies applied are consistent with thoseadopted and disclosed in the Group financial statements for theyear to 2018. 31 August Standards, amendments and interpretations to existing standards that are not yet effective and haveearly not been adopted the by Company Group and/or ‘Leases’IFRS is effective 16 for period the Group’s beginning onwards, 1 September which the 2019 Group has not adopted early. This will restatementof no is there therefore and approach simplified transition the using September 2019, 1 from Group the by adopted be comparatives. On adoption the of main IFRS 16, impact for ASOS will be the recognition of right-of-use assets and lease liabilities on the opening balance sheet for all applicable leases. ASOS On expects 1 September to recognise 2019 lease liabilities representing of £382m the total cash commitments under operating leases discounted (£432m) to present value. ASOS will also recognise right-of-use assets of the equivalent Thevalue right-of-use (£358m). assets will be adjusted for the reclassification of prepaid leaseexpenses, lease incentives and dilapidation accruals. On transition a deferred to IFRS 16, tax will asset be recognised of £4.1m as a result of the difference between the lease liability recognised on transition, and the right of use asset. Going forward, a straight-line depreciation expense will be recognised in the Consolidated Income Statement in relation to the right-of-useassets and an amortising interest charge will be recognised in the Consolidated Income Statement in relation to the lease liabilities. Theinterest charge will be front-loaded in the earlier periods of a lease as the interest element unwinds. This will replace the operating 17. lease IAS under statement income the in recognised currently expense There will be no quantitative impact to cash flows(other than the phasing of tax cash flows related tomovements in profit), however the classification of cash flows will change. It is estimated that operatingthe Group’s cash outflows will decrease, and financing cash outflows will increase, approximately by as repayment £26m of the principal portion of the lease liabilities will be classified as cash flows from activities. financing The effect of the changes outlined above will also be reflected in KPIs,the Group’s including EBIT and EBITDA.For theyear ended assuming 2020, 31 August no changes in the lease portfolio, this will result in a c. £3m increase in EBIT and a c. £30m increase in EBITDA. activitiesThe Group’s as a lessor are currently not material. Accounting policy references are included in the relevant notes throughout the financial statements and also in Note24. 2 CHANGES TO ACCOUNTING POLICIES ACCOUNTING TO CHANGES 2 A liability is recognised onlywhen a future economic outflow is probable and the amount of that outflow can be estimated.reliably reliably be can exposure measured. Group’s whether the to as probability determination and the of in required is Judgement Legal contingencies Where legal proceedings are brought against the Group and material future economic outflow is considered possible but not probable, or cannot be reliably measured, the Group discloses the nature of the contingent liability in the notes to the financial statements but does not liability a recognise respect the contingency. of in Where assets are acquired or developed in house, management exercises judgement in determining that the asset meets the criteria to be criteria the asset meets the that to determining in judgement exercises management house, in developed or acquired assets are Where capitalised as either an intangible or tangible fixed asset. 1 SIGNIFICANT ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY continued judgements Accounting Capitalisation criteria Notes to the Financial Statements continued FINANCIAL STATEMENTS 87 £m £m 7. 2 3.0 3.8 5.3 0.4 972 643 17. 2 10.4 (39.6) 201.1 161.5 168.2 Year to Year to Year to 2,651 4,266 31 August31 2018 31 August31 2018 31 August31 2018

£m £m 7.4 3.7 3.7 0.4 3.4 785 (0.4) 19.9 (43.1) 223.1 180.0 1,070 192.4 4,755 2,900 Year to Year to Year to 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Less: staff costs capitalised in relation to capital projects Other pension costs Other pension total Gross Share-based payments charge (Note 19) 5 STAFF COSTS INCLUDING DIRECTORS’ REMUNERATION monthlyThe Group’s average number of employees during the year wasas follows: By activity: By Fashion Operations The Group’s costsThe Group’s for employees, including directors, during the year were as follows: Wages and salaries and Wages Social securitycosts The Group contributes to the personal pension plans of certain employees under a defined contribution scheme. The costs of these of costs The contribution defined scheme. a under certain of employees plans pension personal the contributes to Group The the under payable become they as basis accruals an on Income Comprehensive Total Statement of the to charged are contributions scheme rules. the plus non-executive) and (executive Plc ASOS of directors the being personnel, management key to compensation aggregate The members of the Executive Committee of ASOS.com Limited, was as follows: Short-term employee benefitsShort-term employee Post-employment benefits Post-employment The highest-paid director exercised 36,194 share options during the year (2018: 33,614); allThe other highest-paid components share options director of the 33,614); highest-paid during exercised the 36,194 year (2018: 63. page on table remuneration directors’ the in detailed are remuneration director’s with along 53, to 51 pages Report on Remuneration Directors’ the in detailed payments are pension and emoluments aggregate Directors’ directors’ interests in issued shares and share options on page 67. Technology Share-based payments (credit)/charge £m 0.1 0.6 0.3 0.2 0.2 2.7 3.5 (1.4) 17.0 37. 6 15.4 Year to 1,186.4 31 August31 2018 – – £m 0.1 1.4 0.2 0.3 5.4 4.5 25.3 46.0 24.0 Year to 1,378.5 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 4 OPERATING PROFIT OPERATING 4 b) Auditors’ remuneration: audit-related services: and Audit statements consolidated financial and Statutory company parent of audit Total Amortisation assets intangible other of assetsImpairment of Loss on disposal of other intangible assets Loss on disposal of property, plant and equipment leasesOperating legislation to pursuant subsidiaries Statutory Company’s the of audit Cost of inventory recognised as an expense value realisable net to inventories of Adjustment losses exchange foreign Net 86

No exceptional £nil). items were identified(2018: for31 August theyear 2019 to Costs relating to the audit of the parent company are borne ASOS.com by Limited. The policy for the approval of non-audit fees is set out in the Audit Committee Report on pages 46 to 48. Costs related to non-audit services provided auditors the by Group’s were less than less than £0.1m). (2018: £0.1m a) Operating profit is stated after charging/(crediting) a) Operating profit equipment and plant property, of Depreciation

The total amount of non-current assets £42.5m), EU: £113.0m located US: £380.8m), £44.7m in the (2018: UK is £463.4m (2018: £nil). £nil (2018: and RoW: (2018: £75.2m) Due to the nature of its activities, the Group is not reliant on any individual major customers. No analysis of the assets and liabilities of each operating segment is provided to the Chief Operating Decision Maker in the monthly note. this in disclosed therefore is liabilities assets segmental or of measure No accounts. management 3 SEGMENTAL ANALYSIS continued ANALYSIS SEGMENTAL 3 Notes to the Financial Statements continued FINANCIAL STATEMENTS 89 £m £m £m 1.4 2.0 0.6 (0.1) 82.4 (12.8) (12.7) 98.9p Year to Year to Year to 98.0p 781,491 83,290,514 84,072,005 31 August31 2018 31 August31 2018 31 August31 2018 £m £m £m 1.4 0.2 2.8 2.6 (0.6) (2.0) 24.6 29.4p 29.4p Year to Year to Year to 159,117 83,565,283 83,724,400 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS

8 INCOME TAX EXPENSE continued income comprehensive other in recognised Tax Deferred tax credit/(charge) on net translation movements offset in reserves Deferred tax credit/(charge) on movement of derivative financial instruments Tax recognisedTax in thestatement of changes in equity Deferred tax credit on movement in tax base of share options Amounts which have been recognised in equity are included in the Consolidated Statement of Changes in Equity on page 80. 9 EARNINGS PER SHARE Basic earnings per share is calculated dividing by the profit attributable to theowners of the parent companyby the weighted average numberof ordinary shares in issue during the Own year. shares held the by Employee BenefitTrust and TrustLink are eliminated from the weighted average number of ordinary shares. Diluted earnings per share is calculated dividing by the earnings the by weighted average number of ordinary shares in issue during the adjustedyear, for the effects of potentially dilutive share options. Current tax (charge)/credit on exercise of share options Earnings (£m) Weighted average effect of dilutive options (no. of shares) Weighted average shares in issue for diluted earnings per share (no. of shares) Earnings attributable to owners of the parent company Weighted average share capital share average Weighted Weighted average shares in issue for basic earnings per share (no. of shares) Basic earnings per share Diluted earnings per share – £m £m £m £m 5.1 0.1 3.9 1.2 1.2 0.3 0.2 (0.1) (1.3) (1.0) 19.6 19.6 19.4 15.8 14.5 102.0 Year to Year to Year to Year to 19.2% 31 August31 2018 31 August31 2018 31 August31 2018 August31 2018 – – £m £m £m £m 2.0 0.1 5.0 5.0 0.8 6.3 4.0 2.2 8.5 3.5 8.5 (0.5) (0.5) (0.4) 33.1 Year to Year to Year to Year to 25.7% 31 August 2019 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 88 Profit before tax before Profit The tax on profit the Group’s before tax differs from the income taxexpense as follows: Total deferred tax charge Total on profit Tax Effective tax rate Reconciliation of tax charge onTax profit at standard rate of 19.00%) UK corporation (2018: 19.00% tax of Tax onTax profit 8 INCOME TAX EXPENSE See Note for 24 accounting the Group’s policy on taxation. Interest payable on cash and cash equivalents 7 FINANCE EXPENSE Finance expense payable on cash and cash equivalents, including short-term borrowings, is recognised in the Statement of Total relates. it which to period the in Income Comprehensive Adjustment in respect of prior year corporation tax Interest receivable on cash and cash equivalents cash and cash on receivable Interest Finance income receivable on cash and cash equivalents is recognised in the Statement of Total Comprehensive Income as it is earned. 6 FINANCE INCOME INCOME FINANCE 6 Notes to the Financial Statements continued – Adjustment in respect of prior year of: Effects Expenses not deductible for taxation purposes Total current tax charge current tax charge Total Deferred tax temporary of differences Origination reversal – and tax differences: overseas Rate Rate differences: UK tax Tax adjustmentsTax on share-based payments Adjustment in respect of prior years onTax profit FINANCIAL STATEMENTS – – 91 £m (1.1) (3.8) 97.9 37. 6 (1.8) (0.4) (8.7) 82.6 (8.7) Total (21.2) (21.4) 46.0 259.5 120.5 256.9 354.8 354.8 115.6 459.9 325.1 134.8 – – – – – – – – – – – – – £m 49.4 73.3 42.8 73.3 (18.9) 29.7 84.6 84.6 (18.4) construction Assets under Annual Report and Accounts 2019 Annual Report £m (1.1) (3.8) 97.9 37. 6 71.1 (1.8) 18.9 (0.4) (8.7) 82.6 (8.7) 85.9 (21.2) 18.4 (21.4) 46.0 281.3 216.5 183.4 183.4 375.1 134.8 240.3 Software ASOS PLC PLC ASOS – – – – – – – – – – – – – – – – – £m 0.2 0.2 0.2 0.2 0.2 Domain names names Domain At 31 August 2019 At 31 Net book amount August 2019 At 31 AugustAt 31 2018 Impairments Disposals Charge for the year At 31 AugustAt 31 2018 Impairments At 31 August 2019 At 31 Accumulated amortisation At 1 September 2017 Charge for the year Disposals Impairments Transfers Disposals Disposals 11 OTHER INTANGIBLE11 ASSETS SeeNote for 24 accounting the Group’s policy on intangible assets. Cost At1 September 2017 Additions Transfers Impairments AugustAt 31 2018 All domain names have been determined to have an indefinite useful life as they relate to ongoing use of the ASOS brand, and are assessed territory the on based testing impairment for to allocated been have names Domain value-in-use. their on based annually impairment for which they relate. No impairment charge in respect of domain names has been recognised £nil). during the year (2018: development the for incurred costs external and internal to relate 2019 August 31 at construction as assets assets under and Other intangible of software (mainly the truly global retail (TGR) system) for internal use. The majority of assets under construction are expected to go live by March 2020. Total additions arising from internal £102.4m). development (2018: projects were £97.8m Additions £m 1.1 1.1 1.4 (0.3) Total Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 90 Goodwill is not amortised, but tested annually for impairment with the recoverable amount being determined from value-in-use calculations.The goodwill balance relates to the historic acquisition of ASOS.com Limited, subsidiary a 100% of the Group. as segments business geographical the cash-generating (CGUs); to units purposes testing impairment for allocated been has Goodwill described in Note The 3. assumptions key for the value-in-use calculations are the long-term growth rate and the discount rates. Value-in- use was calculated from cash flow projections for threeyears using data from latestthe Group’s results and financial forecasts approved by the Board. The budgeted cash flow assumes a growth rate which is higher than the long-term growth rate of the UK economy, based on the the in used assumptions the in change possible performance performance reasonably current No expectations. recent and Group’s materialvalue-in-use a impairment goodwill. in calculations result of could Accumulated impairment losses Accumulated impairment August 2019 and 31 2018 August 31 At 1 September 2017, Carrying value August 2019 At 31 AugustAt 31 2018 Cost August 2019 and 31 2018 August 31 At 1 September 2017, SeeNote and 24 details below for accounting the Group’s policy on goodwill. 10 GOODWILL 10 Notes to the Financial Statements continued FINANCIAL STATEMENTS – – 93 £m £m £m 0.1 (0.1) (0.3) 14.1 14.1 14.0 14.5 42.6 42.7 (117. 3) 160.3 Year to 31 August31 2018 31 August31 2018 31 August31 2018 – £m £m £m (0.1) (0.1) (0.1) (0.2) 19.1 19.0 21.6 42.7 32.2 72.8 (15.5) (58.0) Year to 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Closing cash and cash equivalents cash and cash Closing 13 TRADE13 AND OTHER RECEIVABLES Trade receivables are non-interest bearing and are initiallyrecognised at fair value and subsequently measuredat amortised cost less an allowance for expected credit losses. Such allowances are based on an individual assessment of each receivable, which is informed by past experience, and are recognised at amounts equal to the losses expected to result from all possible default events over the life of each financial asset. The Group also performs analysis on a caseby case basis for particular trade receivables with irregular payment patterns or history. Trade receivables net of provision for doubtful debts for provision of net receivables Trade Provision for doubtful debts for Provision Trade receivables Trade The other receivables balance The £8.6m). fair receivables includes value of UK of trade VAT £25.7m (2018: and other receivables is not category Group’s the of receivables’ and ‘loans the into fall receivables other and Trade carrying their differentmaterially from value. assets. financial £nil). the provision for impairment (2018: August 2019, At 31 was £0.1m Movements in the provision for impairment of trade receivables are as follows: At end of year At start of year year the during (Provided)/released trade £0.3m) were receivables past due but not August impaired. of£0.8m (2018: As 2019, at 31 The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The Group does not hold any collateral as security. CASH14 AND CASH EQUIVALENTS Cash and(a) cash equivalents Effect of exchange rates on cash and cash equivalents Net movement in cash and cash equivalents equivalents cash and cash Opening Cash and cash equivalents comprise highly liquid funds which the Group can access without restriction. Borrowings (b) During the year the Group re-financed Revolving itsexisting £150.0m Credit Facility (RCF). The Group now has in place a £350.0m RCF available until July At 2022. year-end £nil) the of the Group RCF had which drawn is repayable down (2018: £75.0m within one month. Other receivables Prepayments – – 0.1 £m 17.0 (7.6) (7.6) 49.4 52.8 Total 79.7 (14.3) 25.3 (13.7) 70.5 121.9 241.6 186.8 294.4 296.0 366.5 – – – – – – – – – – £m 40.1 75.8 (41.7) 32.5 32.5 116.8 116.8 118. 4 (160.1) construction Assets under – £m 4.1 3.0 6.0 3.4 5.1 9.4 0.6 13.0 13.0 16.2 (0.5) (0.5) 18.7 10.2 15.1 10.6 (10.0) (10.0) (10.0) (10.0) 25.7 Computer equipment 0.1 0.1 £m 3.3 (4.3) (7.1) (7.1) (3.7) 37. 6 14.0 46.8 36.4 59.9 20.2 161.4 114 .6 128.0 150.7 308.3 248.4 plant and machinery Fixtures, fittings, Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 92 Assets under construction as at 31 August 2019 comprise mainly costs relating to the final phase of Euro Hub automation, and development and development automation, Hub Euro of phase final the to relating costs mainly comprise 2019 August 31 at Assets construction as under House. London Greater and office Leavesden of at space Cost At1 September 2017 See Note 24 for the Group’s accounting policy on property, plant and equipment. and plant property, on policy accounting Group’s the for 24 Note See 12 PROPERTY,12 PLANT AND EQUIPMENT Notes to the Financial Statements continued Transfers Disposals Additions At 31 AugustAt 31 2018 August 2019 At 31 Additions FX At 31 AugustAt 31 2018 Disposals Transfers Disposals Accumulated depreciation At 1 September 2017 Disposals Charge for the year At 31 August 2019 At 31 Net book amount August 2019 At 31 At 31 AugustAt 31 2018 Charge for the year FINANCIAL STATEMENTS 95 £m £m 2.9 3.5 (7. 3) 70.8 14.5 (537. 5) 31 August31 2018 31 August31 2018 £m £m 2.9 3.5 11.1 51.2 (19.8) (750.4) 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Allotted, issued and fully paid: ordinary shares of 3.5p each 83,629,761) (2018: 83,872,275 Amortised cost 17 CALLED UP SHARE CAPITAL CALLED SHARE CAPITAL UP 17 Authorised: each 3.5p of shares ordinary 100,000,000) (2018: 100,000,000 Ordinary shares are classified as equity ordinary shares 199,887) of 3.5 pence each were (2018: issued asDuring a result of the the 242,514 year, exercise of various employee share options. Total consideration received in respect of the exercise of the employee £nil). share No shares options were was £nil (2018: issued nil), as to part the chairman of his remuneration (2018: package. Trust Benefit Employee The provision of shares to satisfy some of share the Group’s incentive plans is facilitated purchases by of own shares the by Group’s Employee BenefitTrust and TrustLink(the Trusts). Shares heldby Trusts the are valued at the weighted average historical cost of the shares acquired and the carrying value is shown as a reduction within shareholders’ equity. The costs of operating the Trusts are borne the by Groupbut are not material. shares) were transferred from the 54,174 Trusts to employees shares in settlement (2018: 12,006 During of August the year 2019, to 31 share options nil) were purchased and awards Nil shares in exchange the by Trusts (2018: for cash consideration £1.7m). of £0.3m (2018: to satisfy future options and £nil). The awards, Trusts have at a cost waived of £nil the (2018: rightto receive dividends on these shares. shares). The total value shares in 283,474 reserves were held 271,468 the by was Trusts a credit (2018: balance August of 2019, At 31 a credit balance of £1.0m). (2018: £1.3m FINANCIAL INSTRUMENTS 18 Categories financial instruments of Financial liabilities Financial Derivative liabilities used for hedging at fair value Amortised cost Financial assets Financial Derivative assets used for hedging at fair value Financial assets at amortised cost include trade and other receivables and cash and cash equivalents, and exclude prepayments. Included in financial liabilities at amortised cost are trade payables,overdrafts, borrowings, accruals and other payables. £m 9.2 £m 0.6 (8.2) (2.0) (2.4) 71.3 12.2 Total (18.0) 231.9 (12.6) 549.7 234.3 31 August31 2018 – – £m (1.1) (5.3) (3.0) (2.3) (6.4) Other Other £m 9.1 – – 669.0 270.3 104.2 285.4 £m 2.6 1.4 (1.2) 11. 5 (12.7) 31 August 2019 Derivatives £m 5.0 0.6 4.0 0.4 0.4 (2.6) (2.0) payments payments Share-based – – £m (1.3) (3.3) (3.4) (6.7) (8.0) capital capital allowances allowances Accelerated Accelerated Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Other payables Non-trade accruals Non-trade Taxation and social security 94 The deferred tax assets and liabilities have been offset as they are due to reverse in the same jurisdiction. The Company which £0.2m) are has available losses of for £0.2m (2018: offset against future taxable profits. The Group has no other losses which are available to be carried forward against future A £nil). taxabledeferred profits tax asset(2018: of approximately £0.1m relating to a portion £0.1m) of these losses(2018: has not been reflected in the financial statements since it is not anticipated that they will reverse in the foreseeable future. relates Of this to the unrecognised UK. £0.1m) deferred (2018: tax asset, £0.1m The deferred tax asset on share-based payments is created the by temporary difference between the carrying value of outstandingshare-based payment options in the Statement of Financial Position and the tax base of these options, being the estimated future tax deduction expected to crystallise on exercise of the option. The tax base is calculated reference by to the Company’s share price at the reporting date and the number of share options outstanding, which has decreased during August the year 2019. to 31 It is £3.4m) estimated will be recovered that within (2018: deferred one It year. is estimated tax assets that of £1.1m deferred tax liabilities will be payable £1.0m) within one Deferred year. of £nil (2018: £3.4m) and tax deferred assets tax of (2018: £3.2m liabilities of £16.9m will be recovered £14.0m) in more than one year. (2018: A change to reduce the main rate of corporation from tax 1 April to 17% was announced 2020 in the Chancellor’s budget March on 16 Changes to reduce2016. the UK corporation tax from rate 1 April to 17% were 2020 substantively enacted September on 15 2016. At 1 September 2017 16 DEFERRED16 TAX ASSET/(LIABILITY) Trade payables and trade accruals includes trade payables and GRNI, freight and duty accruals. The fair value of trade, other payables carrying their different materially from not value. is accruals and Trade payables and trade accruals trade and payables Trade Trade and otherpayables are non-interest bearing and are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method. 15 TRADE15 AND OTHER PAYABLES Notes to the Financial Statements continued Credit to equity (see Note 8) AugustAt 31 2018 (Charge)/credit to the Statement of Total Comprehensive Income Comprehensive Total Statement the of to (Charge)/credit (Charge)/credit to the Statement of Total Comprehensive Income Comprehensive Total Statement the of to (Charge)/credit Charge to equity (see Note 8) August 2019 At 31 FINANCIAL STATEMENTS 97 £m £m 1:1 7. 2 7. 2 7. 2 3.8 (5.3) (2.0) 1.12 1.78 1.34 10.7 1,116.6 To JuneTo 2020 31 August31 2018 31 August31 2018 Cash flow hedges flow Cash £m £m 1:1 0.1 (7.1) (7.3) (7.3) (8.7) 1.12 11.0 1.85 1.28 (12.7) 890.1 To MarTo 2021 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report Cash flow hedges flow Cash ASOS PLC PLC ASOS Weighted average hedged rate for outstanding hedging instruments rate for outstanding hedging hedged average Weighted GBP/EUR Hedge ratio Hedge hedge the of inception since instruments hedging outstanding of value fair in Change GBP/USD GBP/AUD 18 FINANCIAL INSTRUMENTS continued18 Foreign currency risk The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in US US in denominated sales risk, transaction primarily on currency foreign to exposed therefore is internationally and operates Group The pound is currency presentational Group’s The euros. and dollars US in denominated costs on and dollars Australian and euros dollars, the on rates exchange foreign in movements to due risks translation currency foreign to exposed also is Group the therefore sterling, translation non-sterling of assets liabilities. and The primary use of forward exchange contracts for sales per policy the Group’s is to layer hedges over a 24-month period, with up to 100% coverage of the net unmatched exposure for12 themonths first and 24 13 up months,to to 60% for with hedges currently12 currencies. in These forward foreign exchange contracts are classified as Level 2 derivative financial instruments13, Value ‘Fair under Measurement’. IFRS effectiveness prospective periodic assessments through to and relationship hedge the of effectivenessHedge inception at determined is ensure that an economic relationship exists between the hedged item and hedging instrument. The derivatives have been fair valued with at reference 2019 to forward31 August exchange rates that are quoted in an active market, with the resulting value discounted back to Association Derivatives and International Swaps under into entered are contracts exchange forward foreign Group’s The value. present the under transactions outstanding all occurs, default a when as netting such certain master In arrangements. circumstances, (ISDA) agreement are terminated, the termination value is assessed and in general only a single net amount is payable in settlement of all exchange. further foreign for on details 24 Note See transactions. Non-current liabilities Fair value of derivatives Current liabilities Fair value of derivatives Current assets Fair value of derivatives Fair value of derivative financial instruments value of derivative Fair Non-current assets Fair value of derivatives Hedging risk strategy Carrying amount amount Notional Maturity date Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Interest rate risk 96 The Group is exposed to cash flow interest rate risk on its revolving credit facilities to theextent that these are utilised. year-end,At £75.0m was drawn down from this facility, but this is not expected to be long term in nature and therefore the Group has not entered any interest rate risk. rate interest the mitigate to derivatives Credit risk is the risk that a counterparty may default on its obligation to the Group in relation to lending, hedging, settlement and otherfinancial activities. principalThe Group’s financial assets are trade and other receivables, financial derivatives, and cash and cash equivalents. credit The Group’s risk is primarily attributable to its trade and other receivables and financial counterparties. The amounts included in the Statement of Financial Position are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previousexperience, is evidence of a reduction in the recoverability of cash flows. The Grouphas a low retail credit risk due to transactions being principally of high volume, low value and short maturity. trade The Group’s receivables are primarily with large advertising companies with which the Group has long-standing relationships, and the risk of defaultand write-offs due to bad debts is considered The to be low. Group has no significant concentration of credit risk, exposureas is spreadover counterparties customers. of and number large a The credit risk on liquid funds is considered as to thebe low, Board-approved Group Treasury Policy limits the value that can be placed with each approved counterparty to minimise the risk of loss. Credit risk Credit risk The Group manages its exposure to liquidity risk by continuously monitoring short- and long-term forecasts and actual cash flows and and flows cash actual short- monitoring long-term and forecasts and continuously liquidity by risk to exposure its manages Group The ensuring it has the necessary banking and reserve borrowing facilities available to meet the requirementsof the business. the Group August had At a revolving 31 credit2019, facility of £350.0m that is available until July of which was 2022, not drawn £275.0m down at the year end. Borrowings under the revolving credit facility bear interest at a rate linked to LIBOR. Commitment interest is payable on the daily undrawn balance of the facility. The facility, which is unsecured, includes covenants related to the earnings before interest, tax, depreciation and amortisation cover of net financing costs, and net balance sheet debt. Any surplus cash is placed on deposit to maximise returns on cash balances, within the terms of the debt and investment policy and agreed theby Board. financial The Group’s liabilities all mature31 Augustin at lessamortised2018 and than oneyear. 31 August cost2019 as at Liquidity risk Capital management objectivesThe Group’s when managing capital are to safeguard ability the Group’s to continue as a going concern in order to provide maintaining equity while and debt funding, of balance appropriate an through stakeholders benefitsother and for shareholders for returns a strong credit ratingand sufficient headroom. The Group makes adjustments to its capital structure in light of changes to economic conditions and strategic the Group’s objectives. The Group’s TreasuryThe Group’s function seeks to reduce exposures to capital risk, liquidity risk, credit risk, interest rate risk and foreign currency risk, to ensure liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group does not treasury policies engage in Group’s The requirements. underlyingbusiness to relation in only transacts instruments and financial in trading speculative and procedures are periodically reviewed and approved the by Audit Committee. 18 FINANCIAL INSTRUMENTS continued18 management Risk Notes to the Financial Statements continued FINANCIAL STATEMENTS

99 £m 0.1 0.3 0.7 (0.1) (0.3) (0.7) 2018

Equity £m 0.3 0.3 0.8 (0.3) (0.3) (0.8) 2019

Annual Report and Accounts 2019 Annual Report – – £m 0.3 0.4 (0.3) (0.4) 2018 ASOS PLC PLC ASOS

£m 0.1 0.2 0.6 (0.1) (0.2) (0.6) 2019 Profit before tax before Profit All sensitivities affecting the Statement of Total Comprehensive Income also impact equity impact also Income Comprehensive sensitivitiesAll affecting Total Statement of the Exchange rate fluctuations on currency derivatives that form part of an effective cash flow hedge relationship affect the fair valuein equityreserve and the fair value of the hedging derivatives, with no impact on the Statement of Total Comprehensive Income All hedge relationships are fully effective sensitivity the from analysis excluded been has currency presentation Group’s the into operations and subsidiaries foreign of Translation – – – – 18 FINANCIAL INSTRUMENTS continued18 Financial instrument sensitivities currencyForeign sensitivity Interest rate sensitivityInterest thereThe Group was no significant August has determined 2018 and 31 sensitivity August that 2019 at 31 to changes in market interest rates. The Group’s principal financial instrument foreign currency exposures are to US dollars, euros and Australian dollars. The following following The dollars. Australian and euros dollars, US to are exposures currency foreign instrument financial principal Group’s The table illustrates the hypothetical sensitivity of reported the Group’s profit before tax and closing equity10% increase to a and decrease in the value of each of these currencies relative to pounds sterling at the reporting date, assuming all other variables remain unchanged. The sensitivity rate is deemed of 10% to represent a reasonably possible change based on historic exchange rate volatility. sensitivity the calculating in made analysis: were assumptions following The – – – – Positive figures represent an increase in profit before tax or in equity. against: 10% by strengthens Sterling dollar US Euro dollar Australian factors of number a to due change to subject are and time in moment single a to with reference calculated sensitivities are above The including fluctuating trade payable and cash balances and changes in the currency mix. As the sensitivities are limited to financial instrumentbalances as at the reporting date hedging due to ASOS’s policy, they do not take account of revenues the Group’s and costs of sale, which are sensitive to changes in exchange rates. In addition, each of the sensitivities is calculated in isolation while, in reality, foreign currencies independently. move not do Euro Sterling weakens against: by 10% dollar US Australian dollar Australian £m £m £m 7. 2 1.1 1.8 4.3 (7. 3) (1.4) (5.3) (2.0) 67. 7 15.4 53.7 31 August31 2018 31 August31 2018 31 August31 2018 £m £m £m 0.2 0.6 5.4 (7.1) (7.3) (7.0) (0.9) (19.8) (14.9) (12.7) (20.5) 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Net unrealised gain/(loss) during the year the during gain/(loss) unrealised Net Outflows between one and two years 98 Forward foreign currency contracts – cash flow hedges foreign currency contracts – cash flow Forward Outflows within one year Gains/(losses) previously in OCI, reclassified to property, plant and equipment Maturity The table below analyses derivative the Group’s financial instruments, settled on a gross basis, into relevant maturity groupings. The table below analyses gross-settled the Group’s derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscountedcash flows. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due12 monthswithin equal their carrying significant. not is discounting impact of the as balances The hedged highly probable forecast transactions denominated in foreign currency are expected to occur at various dates during the next next the during dates various at occur to expected are currency foreign in denominated transactions forecast probable highly hedged The months.24 Therefore, the fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is months, more than 12 and as a currentasset or liability when the remaining maturity of the hedged item is less than 12 months. The maximum exposure tocredit risk at the reporting date is the fair value of the derivative assets in the balance sheet. Gains arising during the year on currency forward contracts: year on currency forward Gains arising during the Gains previously in OCI, reclassified to revenue Cash flow hedges included within Other Comprehensive Income during theyear were as follows: Cash flows relating to forward contracts: forward Cash flows relating to Within six months The foreign currency forwards are denominated in the same currency as the highly probable forecast cash flows, therefore the hedge ratio hedge the therefore flows, cash forecast probable highly the as currency same the in denominated forwards are currency foreign The is 1:1. forwardThe Group’s foreign exchange contracts were assessed to and be highly the net effective fairvalue of August 2019, at 31 asset).outstanding Cash flows related £7.2m liability contracts to these contracts was £7.3m (2018: will occur in the periods set out below, periods: same the over Income Comprehensive Total Statement of the impact will and 18 FINANCIAL INSTRUMENTS continued18 Notes to the Financial Statements continued Between six months and one year Between one and two years FINANCIAL STATEMENTS 101 31.10.18 31.10.18 31.10.18 31.10.18 31.10.18 31.10.19 31.10.19 31.10.19 31.10.19 31.10.21 31.10.21 31.10.21 31.10.20 31.10.20 31.10.20 Exercise period Exercise Exercise period Exercise Post 15.11.2017 Post Post 28.12.2015 Post nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil nil (pence) (pence) Exercise price Exercise price – – – – – Annual Report and Accounts 2019 Annual Report 2019 2019 5,212 2,740 2,472 6,313 1,524 9,436 14 ,118 19,968 35,757 29,043 887,111 31 August31 239,959 306,515 224,478 31 August31 (no. of shares) ASOS PLC PLC ASOS (no. of shares) – – – – – – – – – – – (783) (849) (273) shares) (1,632) (5,529) the year (16,239) (242,514) (220,473) (no. of shares) the year (no. of Exercised during Exercised during – – – – – – – – – (747) (1,895) (1,268) the year (4,062) (6,837) (2,366) the year (16,285) (34,501) (69,346) (137,307 ) (no. of shares) Lapsed during during Lapsed (no. of shares) Lapsed during during Lapsed – – – – – – – – – – – – – – – the year 18,180 35,757 the year 375,861 429,798 (no. of shares) (no. of shares) Granted during Granted during – – – – 273 7, 581 1,524 5,529 3,255 3,589 6,844 11,8 02 16,239 30,938 26,805 837,13 4 221,220 240,763 274,460 (no. of shares) (no. of shares) 1 September 2018 September 1 1 September 2018 September 1 15.11.13 11.10.17 14 .07.16 16.12.16 28.12.12 07.06.17 22.10.15 01.03.17 14.09.17 01.03.18 24.10.18 30.09.15 26.05.16 25.02.16 26.02.19 22.05.18 28.06.19 19 SHARE-BASED19 continued PAYMENTS (SIP) Plan Incentive Share ASOS Long-Term Incentive Scheme (ALTIS) (ALTIS) Scheme Incentive Long-Term ASOS value base the awards, conditional granted be may management of members and certain Directors Executive ALTIS, the of terms the Under of which is calculated as a fixed multiple of salary, and will onlyvest to theextent the related performance targets, as detailed in the Directors’ Remuneration Report on page 64, are met. These options grants are settled on exercise through issue of new ordinary shares by the Company. Options granted under the ALTIS are shown below. Date of grant Under the terms the of the Board SIP, grants free shares to everyemployee under an HMRC-approved Awards must SIP. be held in trust for a period of at least three years after grant date and become exercisable at this date. These option grants are settled on exercise through a transfer of shares from the LinkTrust. Date of grant – 130 743 1,107 2,144 1,325 3,301 1,580 5,729 (pence) 1,325 2,901 2,537 average average Weighted Weighted exercise price exercise Exercise period Exercise 01.07.18 – 31.12.18 01.07.19 – 31.12.19 Total 01.07.21 – 31.12.21 01.07.20 – 31.12.20 01.07.20 – 31.12.20 21,308 (69,840) 65,434 486,456 (253,818) 429,798 1,039,167 1,201,965 (254,086) (298,467) 1,079,210 1,201,965 (no. of shares) 2,901 3,301 5,028 4,869 4,869 (pence) – – Exercise price ASOS Scheme (35,432) 837,13 4 – 738,712 333,498 887,110 837,13 4 (199,644) 429,798 (137,308) (242,514) 184 2019 (no. of shares) 67,716 58,766 60,222 186,888 31 August31 Long-Term Incentive Incentive Long-Term (no. of shares) – – – – Plan – – – Share 8,989 6,844 6,844 (2,145) 5,212 5,212 6,844 (111) (1,632) Incentive Incentive shares) (9,940) (9,829) (no. of shares) the year (no. of Exercised during – scheme (9,940) 14,464 (52,029) (34,408) 60,222 60,222 357,987 152,958 291,466 357,987 186,888 (161,159) (1,142) (no. of shares) (4,635) the year (16,614) (79,105) (59,663) (161,159) Save As Earn You (no. of shares) Lapsed during during Lapsed – – – – – – the year (no. of shares) Granted during 1,326 Annual Report and Accounts 2019 Annual Report 76,836 14,464 357,987 118,540 146,821 (no. of shares) 1 September 2018 September 1 ASOS PLC PLC ASOS 15.12.17 08.05.15 08.06.17 06.06.16 08.06.18 Granted during the year Lapsed during the year Exercised during the year Outstanding at 31 August 2019 Outstanding at 31 August 2019 at 31 Exercisable Exercisable August at 31 2018 2018 September 1 Outstanding at Outstanding August at 31 2018 Lapsed during the year Exercised during the year Granted during the year 100 Outstanding at 1 September 2017 September 1 Outstanding at Summary of movements in awards SeeNote for 24 accounting the Group’s policy on share-based payments. related to share-basedThe £1.5m) Group and capitalised recognised £10.4m) payments (2018: a charge £0.9m of £3.4m during (2018: all of which relates August tothe equity-settled year 2019, to 31 schemes. 19 SHARE-BASED PAYMENTS SHARE-BASED19 PAYMENTS Notes to the Financial Statements continued No SAYE optionsNo SAYE were granted during the current year. Volatility has been estimated taking by the historical volatility in the Company’s share price over a three-year period. Date of grant Save As You Earn (SAYE) scheme EarnSave As (SAYE) You enter who employees to Company the in ordinary shares purchase to options grants Board the scheme, SAYE current the of terms the Under into an HMRC-approved scheme SAYE for a term of three years. Options are granted at up to a 20% discount to the market price of the shares on the day preceding the date of offer and are normally exercisable for a period of six months after completion of the contract. SAYE These option grants are settled on exercise through a transfer of shares from the Employee BenefitTrust. The weighted average share price at date of exercise of shares exercised pence). 5,729 during the year pence was 5,472 (2018: The weighted average remaining contractual life of outstanding options years). 1.6 at the end of the years year was (2018: 1.3 The aggregate fair value of options granted £21.2m). in the year was £20.5m (2018: FINANCIAL STATEMENTS 103 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 23 RELATED PARTY TRANSACTIONS personnel management with key Transactions b) Basis ofb) consolidation Trust Benefit Employee the and subsidiaries, its all Plc, ASOS of statements financial the statementsinclude financial Group consolidated The and Link Trust up to the reporting date. All intercompany transactions and balances between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries (i) Subsidiary undertakings are all entities over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct theactivities of the entity. Subsidiariesare fully consolidated from the date on which control is transferred to the Group and are deconsolidated method acquisition the under recorded are period the Subsidiary ceases. during undertakings control which acquired on date the from of accounting. A list of all the subsidiaries of the Group is included in Note 8 of the parent company financial statements113. on page All apply accounting policies which are consistent with those of the rest of the Group. assets. net acquired the of proportionate the at share recognised subsidiary is a of acquisition on acquired interest non-controlling Any Subsequent to acquisition, the carrying amount of non-controlling interest equals the amount of those interests control at of initial loss in result not do that interests with recognition non-controlling Transactions equity acquisition. in changes since of plus share non-controlling the are accounted for as equity transactions. Total comprehensive income is attributed to a non-controlling interest even if this results in the deficit balance. a having interest non-controlling There were no material transactions or balances between the Group and its key management personnel or their close family members members family close their or personnel management key its and between balances Group the or material transactions no were There other than and August theduring remuneration year 2019 to August the 31 year 2018 to disclosed 31 in Note 5. Transactions with ASOS.com Limited Employee BenefitTrust and LinkTrust(the Trusts) was received the by Trusts on exercise £1.7m) ofDuring employee share the £0.3m year, options. (2018: Transactions with other related parties During from the the year, Aktieselskabet Group made £41.2m) purchases a company af of 5.5.2010, inventory (2018: totalling £47.7m which has a significant theshareholding amount due to Aktieselskabetin 31 theAugust Group.2019, was£8.5m At 5.5.2010 af (2018: £5.7m). POLICIES ACCOUNTING 24 information General ASOS Plc (the Company) and its subsidiaries (together, the Group) is a global fashion retailer. The Group sells products across the world and has websites targeting the UK, US, Australia, France, Germany, Spain, Italy, Sweden, the Netherlands and Russia. The Company is a public limited company which is listed on the Alternative Investment Market (AIM) and is incorporated and domiciled in the UK. The address of its registered office is Greater London House, HampsteadRoad, London 7FB.NW1 viability and concern Going assessment The directors have, at the time of approving the financial statements, a reasonableexpectation that the Company and therefore the has accounting Group of basis have concern going The future. foreseeable the for existence operational in continue to resources adequate directors The 71. and 70 Report pages on Directors’ the in contained Further statements.are financial the details preparing in adopted been have also assessed the prospects of the Company and the Group over a three-year and have a reasonable period August 2021, to 31 expectation that the Company and the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year review. under period preparationBasis of IFRS and (IFRS) Reporting Standards InternationalFinancial with accordance in prepared been statements have financial consolidated The Interpretations Committee (IFRS IC) interpretations, as adopted the by European Union and (EU), with those parts of the Companies related and amendments subsequent Act standards, the these reporting are the at date, As reporting IFRS. under companies to applicable 2006 EU. the by endorsed been have that (IASB) Board Standards International the Accounting by adopted and issued interpretations Accounting convention a) The financial statements are drawn up on the historical cost basis of accounting,excluding derivative financial where instrumentsexcept pounds thousand hundred nearest the to heldrounded atare values fair value.all and sterling in presented statementsare financial The otherwise indicated. – – £m £m 2.4 32.1 53.1 22.9 10.8 2018 42.3 0.84 92.7 3,610 6,412 6,412 193.6 309.2 Grant 3 31 August31 2018 August31 2018 – – 2.7 0.82 34.2 4,195 7, 4 52 7, 4 52 Grant 2 £m £m 21.4 33.9 55.3 26.8 107.9 – – 388.9 254.2 3.1 40.8 0.54 3,312 5,882 5,882 Grant 1 31 August 2019 31 August 2019 – – 2.3 2019 49.3 0.58 1,548 2,550 2,550 Grant 3 Grant – – 2.7 0.78 46.6 1,873 3,085 3,085 Grant 2 Grant – – 3.0 0.83 34.3 3,510 5,782 5,782 Grant 1 Grant 1, 2 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Inputs to th Inputs to th 3.0 years, risk-free rate of 0.546% and dividend yield of nil. and dividend of 0.546% rate risk-free 3.0 years, 3.0 years, risk-free rate of 0.753% and dividend yield of nil. and dividend of 0.753% rate risk-free 3.0 years, Exercise price (pence) price Exercise Expected (%) volatility Total In more than five years 102 Share price (pence) price Share The fair value of options granted during the current and prior year under the ALTIS EPS performance conditions were calculated using the using calculated performance were EPS conditions ALTIS the under year prior and current the during granted options of value fair The Monte the using calculated performance were TSR conditions ALTIS the under granted options of value fair the and model Black-Scholes Carlo model. Both sets of inputs are shown below. 19 SHARE-BASED19 continued PAYMENTS Notes to the Financial Statements continued Weighted average fair value of options for TSR performance (pence) condition At 31 August 2019, the Group had in relation £20.3m) contingent August to supplier 2019, liabilitiesAt 31 (2018: standby letters of £21.6m of credit, rent deposit deeds and other bank guarantees. The likelihood of cash outflow in relation to these contingent liabilities is considered to be low. 22 CONTINGENT22 LIABILITIES From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business which, due to the fast-growing nature of the Group and its e-commerce base, may concern brand the Group’s and trading name or its product designs. All such cases brought against the Group are robustly defended and a liability is recorded only when it is probable that the case will result in a future economic outflow which can be reliably measured. The Group’s operating leases relate to warehousing and office and space. warehousing to relate leases operating Group’s The Within one year 21 OPERATING LEASE COMMITMENTS COMMITMENTS LEASE OPERATING 21 leases, non-cancellable operating payments under lease minimum future for commitments outstanding had Group the reporting the At date, which fall due as follows: Intangible assetsIntangible Within two to five years Fixtures and fittings 20 CAPITAL COMMITMENTS COMMITMENTS 20 CAPITAL Capital expenditure committed at the reporting date but not yet incurred is as follows: 2 priceofnil,expectedvolatility pence,exercise of40.0%,expectedlife priceof5,882 asfollows:share were 2018 from grants e MonteCarlomodelforallthree 1 ofnil,expectedvolatility price pence,exercise expectedlifeof of30.0%, priceof5,782 asfollows:share were 2019 from grants e MonteCarlomodelforallthree Expected life (years) Expected life Weighted average fair value of options for EPS performance (pence) condition Risk-free rate (%) Dividend yield FINANCIAL STATEMENTS 105

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 24 ACCOUNTING POLICIES continued continued POLICIES ACCOUNTING 24 Derivatives are initially recognised at fair value on the date a derivative contract is entered and subsequent changes in the fair value of foreign currency derivatives, which are designated and effective as hedges of future cash flows, are recognised in in Changes equity accounts. impact the items hedged the from flows in cash when the recycled Hedging are and Income, Other Comprehensive in Reserve and the fair value of foreign currency derivatives which are ineffective or do not meet the criteria for hedge accounting in accordance with IFRS 9 are recognised immediately in the Statement of Total Comprehensive Income. The Group documents, at the inception of the transaction, the relationship between hedging instruments and hedged items, hedge at assessment, both its as documents well also as Group its The transactions. hedging risk undertaking strategy for various and objectives management inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changesin fair values or cash flows of hedged items. Inventories d) Inventories are valued at the lower of cost and net realisable value, on a weighted average cost basis. Net realisable value is the estimated selling price in the ordinary course of business less applicable variable selling expenses. Cost of purchase comprises the purchase price including import duties and other taxes, transport and handling costs and any other directly attributable costs, less trade discounts. A provision is made to write down any slow-moving orobsolete inventory to net realisable value. items Exceptional e) Statement of Consolidated the in separately presented non-recurring and material and are which expenditure and income of Items underlying performance the of indication an provide to helps items reporting exceptional separate of The Income. Total Comprehensive of the Group. f) Taxation and Equity current comprises in Changes Statement of and Income Comprehensive Total Statement of the in included expense tax The tax.deferred Current tax is the expected tax payable based on the taxable profit for the period, and the tax laws that have been enacted or substantively enacted the by reporting date. Management periodically evaluates positions taken in tax returns with respect to situations be to expected amounts of basis the on appropriate where in which provisions establishes It interpretation. to subject is regulation tax applicable the tax authorities. to paid or charged items to relates it when except Income, Comprehensive Total Statement of the in credited or charged is tax deferred and Current credited directly to equity, in which case thecurrent or deferred tax is also recognised directly in equity. Deferred tax is recognised on differences between the carryingamounts of assets and liabilities in the financial statements and the corresponding tax basescomputation used in the of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognisedfor all taxable temporary differences, and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporarydifference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a profit. accounting affects that transaction the nor profit tax the neither The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates and in accordance with laws that are expected to apply in the period/jurisdiction when/where the liability is settled or the asset is realised. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets against current taxand when liabilities the deferred tax assets and liabilities relate to income taxes levied the by same taxation authority, on either the taxable entity or different taxable entities, and where there is an intention to settle the balances on a net basis. Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 104 The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on sales denominated in US US in denominated sales risk, transaction primarily on currency foreign to exposed therefore is internationally and operates Group The dollars, euros and Australian dollars and on costs denominated in US dollars and euros, to manage this exposure the Group hedge currency foreign a to exposed also is Group the therefore sterling, pound is currency presentational Group’s The sales. proportion of translation risks due to movements in foreign exchange rates on the translation of non-sterling assets and liabilities. policyThe Group’s is to match up to of 100% foreign currency transactions in the same currency, taking into account a proportion the of appropriate, sales Where expenditure. currency foreign pre-approved hedge to is policy Group’s the expenditure, capital For approach. foreign forecast probable highly hedge future contracts to exchange forward foreign of form the instruments in financial uses Group currency cash flows. Derivatives are initially recognised at fair value at the trade date and subsequently remeasured at fair value. The Group designates certain derivatives as hedges of highly probable forecast transactions (cash flow hedges). At inception of the designated economic the alongside documented undertaking is strategy for hedge the and objective management risk the relationships, hedging instrument. hedging the and hedged between being item the relationship For hedges of sales, the effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in profitor loss, within other gains/(losses). Amounts accumulated in equity are reclassified in the periods when the hedged item hedge the affects therefore flows, cash foreign forecast probable profit high the as currency same the or in loss. denominated forwards are currency foreign The ratio based is assumed on the risk to be management 1:1 strategy. The primary use of forward exchange contracts for sales per the Group’s policy is to layer hedges over a 24-month period, with up to coverage 100% of the net unmatched exposure for12 themonths first and up months, toto 24 60% for 13 with hedges currently currencies. in 12 For hedges of capital expenditure, outstanding forward contracts are valued using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value. Any fair value fluctuations during the life of the forwardexchange rate contracts are taken through OCI; on the date the capital expenditure is recognised, the gain/(loss) is capitalised into the base cost of the capex and then released over the depreciable life of the asset. These forward foreign exchange contracts are classified as Level 2 derivative financial instruments13, Value ‘Fair under Measurement’. IFRS effectiveness prospective periodic assessments through to and relationship hedge the of effectivenessHedge inception at determined is ineffectiveness relationships these hedge In instrument. hedging and between item hedged the exists relationship economic an that ensure may arise if the timing of the forecast transaction changes from what was originally estimated, change in quantity or if there are changes in the credit risk of the Group or the derivative counterparty. There was no ineffectiveness no (2018: in the year August ending 2019 31 ineffectiveness). The derivatives have with been reference fair August valued 2019 to at forward 31 exchange rates that are quoted in an active market, with the resulting value discounted back to present value. c) Derivative financial instruments Derivative activities hedging and c) b) Foreign currency Foreign translation b) The trading results and cash flows overseasof subsidiaries are translated at the average monthlyexchange rates during differences the are year. The exchange resulting The rates. exchange year-end at translated subsidiary is overseas each of Position Financial Statement of recognised in the Translation Reserve within equity and are reported in Other Comprehensive Income. the of date the on prevailing rates exchange the at functional currency the into translated are currencies foreign in denominated Transactions rates. exchange year-end at sterling into translated are currencies foreign in Monetary denominated transaction. liabilities assets and Income. Comprehensive Total Statement of the in recognised monetary differencesExchange on are items Revenue consists primarily of internet andadvertising sales as well as postage and packaging receipts (delivery receipts). Retail sales and delivery receipts are recorded net of an appropriate deduction for actual and expectedreturns, relevant vouchers and sales taxes. Retail sales and delivery receipts are recognised on despatch from the warehouse, at which point title and risk passes to third partiesand revenue can be reliably measured. Third-party revenue relates to advertising income earned from the website and the ASOS magazine and is measured at the fair value of the consideration received or receivable, net of value added tax, and is recognised when the magazine is delivered to customers, at which date the service completed. is The amount of revenue arising from the sale of goods and provision of services has been disclosed in Note 3 to the financial statements. Additional accounting policy information accounting policy Additional recognition Revenue a) (ii) Employee(ii) BenefitTrust and LinkTrust The Employee BenefitTrust and TrustLink(the Trusts) are considered to be controlledby the Group. The activities of Truststhe are conducted on behalf of the Group according to its specific business needs in order to obtain benefits from its operation and, on this basis, the assets held the by Trusts are consolidated into financial the Group’s statements. 24 ACCOUNTING POLICIES continued continued POLICIES ACCOUNTING 24 Notes to the Financial Statements continued FINANCIAL STATEMENTS 107 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Fixtures, fittings, plant and machinery: depreciated over fiveyears overor the remaining lease term where applicable depreciated equipment: Computer over three to fiveyears according to the estimated life of the asset – – 24 ACCOUNTING POLICIES continued continued POLICIES ACCOUNTING 24 Property,k) plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment in value. Cost includes the original purchase price of the asset and the costs attributablein bringing the asset to its working condition for its intended use. Residualvalues and useful lives are assessed at each reporting date. Depreciation is recognised to write-off the cost of items of property, plant and equipment to their estimated residual values, on a straight-linebasis follows: as – – Depreciation is included in administrative expenses in the Statement of Total Comprehensive Income. Assets under construction are not depreciated. the that indicate circumstances in changes or events if impairment for reviewed is equipment and plant property, reporting each At date, carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is assessed reference by to the net present value of expected future pre-tax cash flows of the relevant CGU or fair value less costs to sell if higher. Any impairment in value is charged to the Statement of Total Comprehensive Income in the period in which it occurs.

Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 106 The cost of acquiring and developing software that is not integral to the related hardware is capitalised separately as an intangible asset. This does not include internal website development and maintenance costs, which are expensed as incurred unless representing a technological advance leading to future economic benefit. Capitalised software costs includeexternal direct costs of material and services and the payroll and payroll-related costs for employees who are directly associated with the project. amortisation. accumulated less Amortisation cost on calculated historic stated at is are software costs Capitalised development j) Otherj) intangible assets a straight-line basis over the assets’ expected economic lives, normally between three and seven years, except for major technical infrastructure projects which have an expected economic life of ten years. Amortisation is included within loss. impairment administrative recognised any less cost at held is Software Income. development under expenses Comprehensive Total in of the Statement Acquired domain names and trademarks are recognised initially at cost. Those deemed to have a definite useful life are amortised on a straight-line basis according to the estimated life of the asset. Those deemed to have an indefinite useful life are tested for impairment annually or as triggering events occur. Any impairment in value is charged to the Statement of Total Comprehensive Income in the period in which it occurs. i) Businessi) combinations and goodwill arising thereon ‘Business 3, with IFRS accordance in combinations business for account to accounting of method acquisition the applies Group The Combinations’. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, equity instrumentscontingent and liabilities and Identifiableassets acquired acquiree. the issued of control for exchange in assumed or incurred liabilities and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of share the Group’s of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the Statement of Total Comprehensive Income. Acquisition expenses are recognised in the Statement of Total incurred. as Income Comprehensive Goodwill represents the excess of the cost of acquisitions over interest the Group’s in the fair value of the identifiable assets and liabilities (including intangible assets) of the acquired entity at the date of acquisition. Goodwill is recognised as an asset and assessed for impairmentat least annually. Any impairment is recognised immediately in the Statement of Total Comprehensive Income. For the purposes of impairment testing, goodwill is allocated to those CGUs that have benefited from the acquisition. If the recoverable amount of the and CGUunit isthe to allocated goodwill carrying the the of reduce amount to first allocated is loss impairment carrying its the than less amount, then to the other assets of the unit on a pro ratabasis. On disposal of a subsidiary, the attributable amount of goodwill is included in the disposal. on loss and profit the determination of h) Leases h) Rent payable under operating leases, where substantially all the benefits and risks ownershipof remain with the lessor, is term.charged lease the over basis to straight-line the a on Income Comprehensive Total Statement of The Group issues equity-settled share-based payments to certain employees, whereby employees render services in exchange for shares shares for services exchange render in equity-settled employees issues Group whereby The share-based certain payments to employees, or rights over shares of the parent company. Equity-settled awards are measured at fair value at the date of grant. The fair value is calculated using an appropriate option pricing model and is expensed to the Statement of Total Comprehensive Income on a straight-line basis over the vesting period after allowing for an estimate of shares that will eventually vest. The level of vesting is reviewed annually and thecharge adjusted to reflect actual and estimated levels of vesting. Where an equity-settled share-based payment scheme is modified during thevesting period, an additional charge is recognisedover theremainder of that vesting periodto the extent that the fair value of the revised scheme at the modification dateexceeds the fair value of the original scheme at the modification date. Where the fair value of the revised scheme does notexceed the fair value of the original scheme. original scheme, the of conditions the under required charge the recognise to continues Group the In accordance with IFRS ASOS.com 2, Limited is required to recognise share-based payment arrangements involving equity ASOS.com to contributions makes instruments Plc ASOS services entity way. the to this providing in those remunerated has Limited ASOS.com where Limited equal to the charge for the share-based payment arrangement which is reflected as an increase investment in ASOS Plc’s in ASOS. Limited.com 24 ACCOUNTING POLICIES continued continued POLICIES ACCOUNTING 24 payments Share-based g) Notes to the Financial Statements continued FINANCIAL STATEMENTS £m 0.1 2.9 6.9 0.8 (0.7) 33.1 33.1 109 33.0 23.3 31 August 31 2018 £m 0.9 6.9 2.9 (1.7) (0.8) 35.6 35.6 25.8 36.4 31 August 2019 Annual Report and Accounts 2019 Annual Report 6 8 3 4 ASOS PLC PLC ASOS Note

Mathew Dunn Officer Financial Chief Equity capital share up Called Share premium earningsRetained Company Statement of Statement Company AugustAs at 31 2019 Non-current assets Investments Net current (liabilities)/assets Net assets Total equity Total Notes 1 to 8 are an integral part of the financial statements. As shown in Note the 2, Company incurred loss of £1.1m). a loss for the year (2018: of £0.9m The financial statements of ASOS Plc, were registered approvedby 113, the numberBoard of 4006623, Directorson 108pages to and authorised and for were signed October issue on on its 15 2019 behalf by: Financial Position Financial Current assets Other receivables Current liabilities Other payables £m 3.4 (1.1) (0.9) 33.1 23.8 23.8 10.4 Total 33.1 35.6 equity

1 £m (1.1) 3.4 (0.9) 14.0 10.4 23.3 25.8 23.3 earnings Retained Retained – – – – £m 6.9 6.9 6.9 6.9 Share premium premium – – – – £m 2.9 2.9 2.9 2.9 capital capital Called up share Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 108 Share-based payments contribution 1 Retained earnings includes the share-based earnings includes the payments reserve. 1 Retained Loss for the year and total comprehensive loss At1 September 2018 Changes in Equity Changes For the August year to 31 2019 Company Statement of Statement Company At 31 August 2019 At 31 At1 September 2017 Loss for the year and total comprehensive loss Share-based payments contribution At 31 AugustAt 31 2018 FINANCIAL STATEMENTS £m £m £m 0.8 0.8 0.7 111 31 August 31 2018 31 August 31 2018 31 August 31 2018 £m £m £m 1.7 0.9 0.9 31 August 2019 31 August 2019 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 1 ACCOUNTING POLICIES ACCOUNTING 1 preparationBasis of Notes to the Company Financial Statements Financial Company the to Notes For the August year to 31 2019 (IFRS), Reporting Standards InternationalFinancial with accordance in up drawn are Company the statementsof financial separate The as adopted the by European Union and with the Companies Act 2006. The Company’s principal accounting policies are the same as those set out in Note of the 24 Group financial statements, with the addition of those included within the relevant notes Unless below. otherwise stated, these policies have been consistently applied to all the periods presented. FOR2 LOSS THE YEAR The Company has not presented its own Statement of Total Comprehensive Income as permitted section by 408 of the Companies Act 2006. The loss for the year and total comprehensive loss attributable loss to of shareholders £1.1m). (2018: was £0.9m RECEIVABLES OTHER 3 Other receivables are non-interest bearing and are initially recognised at fair value. Subsequently, they are measured at amortised cost using the effective interest rate method less provision for impairment. provision A for impairment of receivables due from subsidiary undertakings is established when there is objective evidence that amounts will not be recovered. Amounts due from subsidiary from Amounts due undertakings The fair value of other receivables is not materially different to their carrying value. receivables from subsidiary AugustAs 2019, at 31 £0.8m) were undertakings unimpaired and considered (2018: of £0.9m management by to be fully recoverable. Receivables from subsidiary undertakings that are less than three months past due are not considered £0.8m) were more than receivables impaired. three months (2018: As of £0.9m past August due but 2019, notat 31 impaired. These relate to subsidiary undertakings for which there is no historyof default. The ageing analysis of these receivables is as follows: The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable mentioned above. 4 OTHER PAYABLES More than six months Amounts due to subsidiary to Amountsdue undertakings All accruals are due within one The year. fair value of accruals is not materially different from their carrying value. – – – – £m 0.7 0.4 (1.1) 31 August 31 2018 – – – – £m 1.0 (0.1) (0.9) 31 August 2019 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS 110 Operating loss of Cash Flows of Cash For the August year to 31 2019 Statement Company Adjusted for: Adjusted receivables other in (Increase)/decrease payables in Increase Net cash used in operating activitiesNet cash used in operating Net movement in cash and cash equivalents in cash Net movement equivalents Opening cash and cash equivalents Closing cash and cash FINANCIAL STATEMENTS 113

Internet retailer Internet retailer Internet

Holding company Holding Holding company Holding Holding company Holding Holding company Holding Holding company Holding company Holding company Holding Natureof business Internet marketplace Internet Non-trading company Discontinued internet retailer Brand management company management Brand Payment processing company processing Payment company processing Payment Payment processing company processing Payment Discontinued internet marketplace internet Discontinued Vehicle for implementation of ALTIP of implementation for Vehicle ALTIP of implementation for Vehicle Employer of marketing staff based in the US Annual Report and Accounts 2019 Annual Report Employer of marketing staff based in Germany ASOS PLC PLC ASOS 95% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% ordinary ordinary shares held shares Proportion of Proportion US US UK UK UK UK UK UK UK UK UK UK UK UK China France France Canada Australia Australia Germany Country of incorporation 3 2 1 Crooked Tongues Limited Tongues Crooked Limited Covetique 8 INVESTMENTS 8 continued the Company’s subsidiaries August were as follows: 2019, At 31 company of Name Intermediate Holdings LimitedASOS of the Company. All others are indirect subsidiaries of ASOS Plc. the consolidated included in financial resultsstatements, are voting rights held. operating All percentage of based subsidiaries’ on Plc. ASOS statementsof financial consolidated the material to are that interests non-controlling have No subsidiaries The accounting reference date of all subsidiaries August, of ASOS Plc except is 31 for ASOS (Shanghai) Commerce Co. Limited which statutory Chinese to due requirements. December 31 of date reference accounting has an All UK incorporated entities share the same registered office as ASOS Plc and non-UK entities’ registered offices are detailed below: US TimberASOS US Inc: Creek 12 Lane, Newark, DE 19711, ASOS Germany GmbH: An der Anhalter Grossbeeren, Bahn 14979 2, Germany ASOS France France SAS: TMF SAS, 3-5 Rue Saint Georges, Paris, 75009 France ASOS Transaction Services France France SAS: TMF SAS, 3-5 Rue Saint Georges, Paris, 75009 France ASOS Australia Pty Limited: Company Matters Pty Limited, 680 George Level Street, 12, Sydney NSW 2000, Australia ASOS Canada Services Limited: 777 Dunsmuir Street, BC Vancouver, V7Y Suite Canada 1700, 1K4, ASOS Transaction Service Australia Pty Company Limited: Matters c/o Pty Limited, Collins 4, 727 Tower Street, Docklands, Australia VIC 3008, US ASOS Timber US Sales Creek LLC: 12 Lane, Newark, DE 19711, China Shanghai, 200333 District, Putuo Road, Langao 587 Limited: Co. Commerce (Shanghai) ASOS ASOS Intermediate Holdings Limited, Mornington Limited & Co (No. 1) and Mornington Limited & Co (No. 2) are direct subsidiaries 1 ASOS.com Limited has a 7.2% interest in Needle and Thread Design Holdings Limited. Design Holdings in Needle and Thread interest Limited has a 7.2% 1 ASOS.com in Action Artificial Intelligence Limited. Limited has a 3.4% interest Projects 2 ASOS Limited. in Trackonomics (UK) Ltd and a 9.5% interest in Trillenium has a 9.99% interest Limited Ventures 3 ASOS ASOS Marketplace Limited Marketplace ASOS ASOS Ventures Limited Ventures ASOS ASOS (Shanghai) Commerce Co. Limited Co. Commerce (Shanghai) ASOS Mornington Limited & Co (No. 1) Mornington & Co (No. Limited 2) Limited ASOS.com ASOS Global Limited Eight Paw Projects Limited Paw Eight ASOS Transaction Services Limited ASOS France SAS France ASOS Transaction ServicesASOS SAS France Pty Australia ASOS Limited Services Limited Canada ASOS ASOS Transaction Services Australia Pty Limited ASOS US Sales, LLC ASOS US, Inc ASOS Germany GmbH ASOS Projects Limited ASOS £m £m £m 1.1 £m 2.9 0.8 3.5 3.4 (0.7) 33.0 10.4 22.6 Total 36.4 Year to 31 August 31 2018 31 August 31 2018 31 August 31 2018

£m £m £m £m 1.0 0.9 2.9 3.5 3.4 31.3 (1.7) 20.9 10.4 34.7 Year to Capital contribution 31 August 2019 31 August 2019 31 August 2019 – – £m 1.7 1.7 1.7 Investment Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Allotted, issued and fully paid: ordinary shares of 3.5p each 83,629,761) (2018: 83,872,275 Additions August 2019 At 31 At 31 AugustAt 31 2018 Additions 112 The directors believe the carrying value of investments issupported their by underlying net assets. Cost and net book amount At 1 September 2017 Investments in subsidiary companies are stated at cost and are subject to review for impairment if an impairment indicator is identified. In accordance with IFRS ASOS.com 2, Limited is required to recognise share-based payment arrangements involving equity ASOS.com to contributions makes instruments Plc ASOS services entity way. the to this providing in those remunerated has Limited ASOS.com where Limited equal to the charge for the share-based payment arrangement which is reflected as an increase capitalin ASOS Plc’s contribution ASOS.comto ASOS.com Limited Limited. in respect recognised August For the £10.4m) of year 2019, to a charge 31 of £3.4m (2018: share-based payment arrangements. Accordingly, this increase) is shown as an in increase the capital (2018: contribution balance in the below. table For transactions with directors and management key of ASOS Plc, see Note to the 23 consolidated financial statements 103.on page INVESTMENTS8 Costs recharged by subsidiary by undertakings recharged Costs During the the year, Company entered into transactions in the ordinary course of business with related parties as follows: 7 RELATED PARTY TRANSACTIONS During the year, 242,514 (2018: 199,887) ordinary shares 199,887) of 3.5 pence each were (2018: issued asDuring a result of the exercise 242,514 year, of employee share options. Total consideration received in respect of exercise of employee £nil). share No shares options were issued was £nil (2018: to the nil), as partchairman of his remuneration (2018: package. Authorised: each 3.5p of shares ordinary 100,000,000) (2018: 100,000,000 Financial liabilities Financial Amortised accruals CALLED6 SHARE CAPITAL UP Financial assets Financial Amortised cost 5 FINANCIAL5 INSTRUMENTS Notes to the CompanyFinancial Statements continued FINANCIAL STATEMENTS £m £m 115 (0.2) 19.7 2019 2019 As at 89.7 73.9 42.7 (15.5) (58.0) 623.2 453.6 622.3 772.2 Year to (221.6) 1,245.5 1,245.5 31 August31 31 August31 £m £m 1.5 (0.3) As at 93.9 2018 2018 10.2 42.7 (117. 3) 160.3 Year to 558.0 438.8 503.6 503.4 (212.7) 1,0 07.0 1,0 07.0 31 August31 31 August31 £m £m 9.1 1.8 0.3 As at 2017 2017 (13.3) 287.1 173.3 145.9 325.9 514.5 160.3 Year to 840.4 840.4 (161.0) 544.2 31 August31 31 August31 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS £m £m 1.2 0.6 As at 21.0 52.9 2016 2016 (78.4) 119. 2 173.3 Year to 130.7 428.6 650.0 650.0 204.0 446.0 200.4 31 August31 31 August31 £m £m 1.0 0.8 3.3 As at 74.3 2015 2015 43.9 93.2 (50.1) 337.1 119. 2 237. 3 237. 3 47 7.9 47 7.9 140.8 Year to 31 August31 31 August31 Closing cash and cash equivalents Effect of exchange rates on cash and cash equivalents Opening cash and cash equivalents cash and cash Opening Net movement in cash and cash equivalents Net cash generated from financing activities financing from generated cash Net Net cash used in investing activities Non-current assets assets Current liabilities, capital and reserves Total Consolidated Statement of Cash Flows items activities operating after from exceptional generated cash Net Total assets Total Equity attributable to owners of the parent company liabilitiesCurrent Consolidated Statement of Financial Position Non-current liabilities – – – – – £m 2.8 (0.8) (8.5) (2.0) 11.7 11.7 2019 35.1 35.1 33.1 24.6 24.6 24.6 24.6 (12.9) (14.9) 29.4p 29.4p 29.4p 29.4p Year to (415.6) (883.6) 1,334.3 2,733.5 (1,399.2) 31 August31 – – – – £m 0.3 0.3 (0.2) 67. 7 2018 55.2 82.4 82.4 82.4 82.4 (19.6) (12.8) 137. 6 137. 6 101.9 101.9 98.9p 98.9p 102.0 Year to 98.0p 98.0p (380.8) (754.4) 1,237.1 2,417.3 (1,180.2) 31 August31 – – – – – £m 0.4 (3.3) (0.3) 15.8 2017 12.2 76.3 76.3 64.1 64.1 64.1 (15.9) 79.6 79.6 64.1 80.0 7 7. 2p 7 7. 2p 76.6p 76.6p Year to (579.5) 958.3 (299.2) (965.3) 1,923.6 1,923.6 31 August31 – £m 0.7 (8.1) (1.4) (0.2) 42.1 2016 16.2 42.8 63.0 24.4 24.4 24.4 34.7 (10.1) (67.5) (43.1) (43.1) (10.3) (20.9) (82.3) 61.9p 61.8p 29.3p 29.4p Year to 722.2 (216.0) (443.2) (722.7) 1,444.9 1,444.9 31 August31 – – £m 4.1 1.0 0.3 4.0 6.3 (0.1) (5.2) (4.2) 41.0 2015 46.1 52.7 52.4 36.8 36.8 36.8 40.8 40.8 (11. 7 ) 573.1 573.1 Year to 43.4p 43.4p 44.4p 44.4p (569.9) (168.2) (358.8) 1,143.0 1,143.0 (restated) 31 August31 1 Annual Report and Accounts 2019 Annual Report ASOS PLC PLC ASOS Net fair value (losses)/gains on derivative financial instruments financial derivative on (losses)/gains value fair Net Profit for the year attributable to owners of the parent company Net translation movements offset in reserves Loss from discontinued operations after tax 1 Underlying EPS is calculated using profit after tax before exceptional items and discontinued operations. discontinued operations. exceptional items and after tax before 1 Underlying EPS is calculated using profit Diluted Diluted Basic Earnings per share Basic Income tax expense continuing operations from Profit Discontinued operations tax before operations discontinued from Loss operations discontinued from Tax 114 Cost of sales Distribution costs Revenue Summary (unaudited) Income Statement Comprehensive Consolidated of Financial Five-Year Gross profit Gross Underlying earnings per share Income tax relating to these items Profit before tax Profit Administrative expenses Other comprehensive income/(loss) for the year income/(loss) for the comprehensive Other attributableProfit to: company parent the Owners of Total comprehensive income/(loss) attributable to: comprehensive Total company parent the Owners of Operating profit after exceptional items afterexceptional Operating profit income Finance expense Finance Operating profit before exceptional items exceptional before Operating profit Exceptional items Exceptional Company Information

Annual General Meeting Independent auditors The AGM will be held at 12.00 noon on Wednesday PricewaterhouseCoopers LLP 27 November 2019 at: Chartered Accountants and Statutory Auditors 10 Bricket Road Greater London House St Albans Hampstead Road Hertfordshire AL1 3JX London NW1 7FB The Notice of Meeting is available on our website setting out Lawyers the business to be transacted. Slaughter and May 1 Bunhill Row Directors London EC1Y 8YY Adam Crozier (Chair) Nick Beighton Financial adviser, nominated adviser Mat Dunn and joint broker Rita Clifton J.P. Morgan Cazenove Ian Dyson 25 Bank Street Karen Geary London E14 5JP Hilary Riva Nick Robertson Joint broker Numis Securities Limited 5th Floor 10 Paternoster Square Company Secretary London EC4M 7LT Anna Suchopar Financial PR Registered office Headland Consultancy Greater London House Cannon Green Hampstead Road 1 Suffolk Lane London NW1 7FB London EC4R 0AX Registered in England Registrars Company Number 4006623 Link Asset Services Shareholder helpline 34 Beckenham Road Beckenham 0871 664 0300 Kent BR3 4TU

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116 ASOS PLC Annual Report and Accounts 2019 ASOS plc Greater London House Hampstead Road London NW1 7FB, UK Tel: +44 (0)20 7756 1000

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