EQS-Adhoc: ASOS PLC: Repurchase of £90m of 2028 Convertible Bonds

DISCLOSURE OF INSIDE INFORMATION ACC. TO ARTICLE 17 OF THE REGULATION (EU) NO 596/2014

13 November 2026

ASOS Plc (“ASOS” or the “Company”) - Repurchase of £90m of 2028 Convertible Bonds

ASOS plc announces that it has today agreed to purchase £90m in principal amount of its outstanding £253m 11.00% Guaranteed Secured Convertible Bonds due 2028 (ISIN: XS2895510340) (the “2028 Convertible Bonds” or “Bonds”) from certain existing bondholders (the “Repurchase”).

Following settlement of the Repurchase, the Bonds purchased by ASOS will be cancelled, reducing the principal amount outstanding from £253m to £163m. The Repurchase will be funded from the Company's existing liquidity resources, which comprised £328.3m of cash and cash equivalents as at financial year-end 31 August 2026.

Strategic Rationale: Optimising the Company’s capital structure

The Repurchase represents a further step in making ASOS’s capital structure more efficient, following significant progress in improving the Company’s profitability and strengthening its balance sheet. The Repurchase will result in a net annualised cash interest reduction for the Company of approximately £6m.

Transaction details

The Company has entered into a framework agreement dated 13 November 2026 (the “Lock-up Agreement”) with certain holders of the Bonds (the “Selling Holders”) under which it has agreed to repurchase £90m in principal amount of the Bonds (the “Buy-Back Bonds”) below prevailing market prices for a total cash consideration of c. £102m. Following the Repurchase, the Selling Holders, in aggregate, will hold or control approximately 36.3% in the principal amount of the outstanding Bonds. Settlement is expected to occur on 17 November 2026, subject to satisfaction or waiver of the conditions set out in the Lock-up Agreement. The Buy-Back Bonds are expected to be cancelled and will not be re-issued or re-sold. The remaining £163m in principal amount of the Bonds will remain outstanding in accordance with their existing terms.

The Lock-up Agreement also provides, subject to completion of the Repurchase, for the Selling Holders to support, should the Company elect to launch a consent solicitation within the next four months, an amendment to the terms of the Bonds that would allow the Company to redeem all of the remaining outstanding Bonds at a price of no less than 114.5% of their principal amount (the “Call Option Amendment”).

ASOS is under no obligation to launch such a consent solicitation and no decision has been taken to do so.

Persons making the notification:

About ASOS

Founded in 2000, ASOS has 16.5m active customers in over 100 markets. We bring fashion lovers around the world the best and most relevant fashion through our unique own brands including ASOS DESIGN, ARRANGE, COLLUSION, Topshop and Topman, styled with the most exciting products from local and global partner brands. With our expert in-house design team and agile and flexible commercial model, including ASOS Fulfilment Services, Partner Fulfils, and Test & React, we make the latest trends accessible to all and give customers the confidence to be whoever they want to be.

Disclaimer

This announcement is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any Bonds, or a solicitation of consents in respect of the Bonds. Any consent solicitation, if launched, will be made solely by means of a consent solicitation memorandum, which will contain important information which should be read carefully before any decision is made with respect to such consent solicitation. If any holder of the Bonds is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Neither the Company nor any director, officer, employee, agent or affiliate of the Company makes any recommendation as to whether holders of the Bonds should consent to the Call Option Amendment.

This announcement does not constitute an invitation to participate in any consent solicitation in any jurisdiction. The distribution of this announcement and any other materials relating to the Repurchase or any consent solicitation in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, any such restrictions.

Neither this announcement nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds in any jurisdiction.

Forward-looking statements

Certain statements included herein may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Company concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates. These statements are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. By their nature, forward-looking statements involve inherent risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Any such forward-looking statements are not guarantees of future performance or actual results. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company does not undertake, and specifically disclaims, any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date such forward-looking statements are made.

FURTHER INFORMATION

Company: ASOS Plc, Greater London House, Hampstead Road, NW1 7FB London, United Kingdom.

ISIN: XS2895510340

WKN: A3L3HR

Listed: Frankfurt Stock Exchange (Open Market)

2434856  13-Nov-2026 CET/CEST