Annual Report and Accounts 2022

BETTER CHOICES

BETTER FUTURE

* ‘Adjusted’ and ‘Net (debt)/cash’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are

calculated is included in Note 36 to the Group and Company financial statements.

Strategic Report → Financial Highlights

We have learned that the only way to

make real change is by harnessing the

passion and energy of our colleagues

across the business.

See stories from our Sustainability

Warriors throughout the report.

Adjusted profit/(loss) before tax* (£m)Group revenue (£m)

£21.9m£609.6m YoY movement (273.8)%YoY movement 9.6%

2022

2021

2020

609.6

556.1

704.4

2022

2021

2020

21.9

(12.6)

(41.8)

YoY movement (287.1)%

Statutory profit /(loss)before tax (£m)

£17.9m

YoY movement (148.8)%

2022

2021

2020

17.9

(36.7)

(166.9)

Adjusted basic EPS* (p)

36.3p

2022

2021

2020

36.3

(19.4)

(43.5)

YoY movement (102.6)%

Basic EPS

27.7p YoY movement (163.0)%

2022

2021

2020

27.7

(44.0)

(174.9)

Closing net (debt)/cash*

£(1.0)m

2022

2021

2020

(1.0)

38.9

36.7

Contents

Strategic Report

Financial Highlights IFC

Chair’s Statement 2

Superdry in Motion 5

Business Model 12

Where We Operate 14

CEO Review 16

Strategic Review 19

Key Performance Indicators 23

Non-Financial Information and

Sustainability Statement 25

S172 Statement 26

TCFD 34

Sustainability Report 40

Our People 47

How We Manage Our Risks 53

CFO Review 68

Governance

Board of Directors 76

Corporate Governance Report (including

Chair’s Governance Statement) 78

Nomination Committee Report 94

Audit Committee Report 98

Directors’ Remuneration Report 106

Directors’ Report and Directors’

Responsibility Statement 127

Financial Statements

Independent Auditor’s Report 132

Group Statement of

ComprehensiveIncome 148

Balance Sheets 149

Cash Flow Statements 150

Statements of Changes in Equity 151

Notes to the Group and Company

Financial Statements 153

AT SUPERDRY WE NEVER STAND STILL. OUR

FOCUS ON OUR MISSION TO BECOME THE #1

SUSTAINABLE STYLE DESTINATION IS WHAT

MAKES US RESILIENT AS WE CONTINUE TO

DELIVER ON OUR STRATEGY TO DRIVE

POSITIVE CHANGE.

Visit us online at:

corporate.superdry.com

Superdry plc Annual Report 2022

Strategic Report → Chair’s Statement

PETER SJÖLANDER

CHAIR, SUPERDRY PLC

A resilient financial performance

in FY22 as we start to restore

the Superdry brand to a

premium position.

Welcome to Superdry’s Annual Report

for FY22, my first full year as Chair of

Superdry plc.

FY22 has been another challenging year, with an evolving

global macroeconomic back-drop as Superdry continues to

make progress on the strategy, which was shared in our FY21

Annual Report and Accounts. Throughout FY22, the Board

has overseen, in partnership with the Executive Committee

and senior leadership team, the embedding and execution of

this strategy, as well as ensuring resources are allocated in

the right areas to enable the Group to withstand further

disruption arising from the Covid-19 pandemic and the

impact of emerging geopolitical and economic uncertainty.

Superdry delivered a resilient financial performance in FY22.

Retail store revenues recovered and were up 62.6% from

FY21; however, footfall has not yet returned to pre-pandemic

levels. Ecommerce trading decreased, reflecting both

channel shift back to physical retail, and the impact of

reduced promotional activity. Managing our inventories and

returning to a healthy balance between full price and off

price has resulted in an increase in retail gross margin of

6.3%pts and our Wholesale channel grew in revenue terms

by 5.5%. Our focus has been to deliver quality, style and

sustainability to our customers, at excellent value, in order to

restore the Superdry brand to a premium position. Alongside

this, work has continued on tightly managing our cash flows

and we have continued to re-gear retail store leases,

wherever possible.

Our Asset Backed Lending Facility of up to £70m is due to

expire at the end of January 2023, although current projections

suggest the Group will remain cash positive throughout most

of the first half of the calendar year. We have had positive

discussions with prospective lenders but at this point we

have not yet secured committed funding beyond January.

The Directors acknowledge that, until these discussions

conclude, a material uncertainty exists around the going

concern of the Group, although we remain confident of a

positive outcome.

RESILIENT PERFORMANCE

CEO Review – page 16

CFO Review: Operational and financial performance – page 68

Superdry plc Annual Report 2022

Strategic Report → Chair’s Statement

For full information on our FY22 results, or financial position,

including going concern and material uncertainty, and on

our strategic progress and priorities, please refer to the CEO

and CFO reviews on pages 16 and 68 respectively. How We

Manage Our Risks on page 53 explains how our principal

risks and uncertainties have been agreed and monitored and

about our risk mitigation activities.

Our ongoing response to the Covid-19 pandemic

The Covid-19 pandemic continued to impact our operations,

with lockdowns once again being enforced in the United

Kingdom and the European Union, forcing store closures and

a return to remote working for head office colleagues at the

end of November 2021. Our supply chains were impacted in

India, Turkey and China as Omicron cases rose, resulting in

delays which required careful management to avoid

disruption to our customers. We reinstated our Incident

Management Team to monitor events and once again

prioritised the health and safety of our people, our customers

and our suppliers. How We Manage Our Risks on page 53

contains further details of our approach to managing the

Covid-19 pandemic.

Strategic deliverables and prioritising digital

and technology projects

During FY22, the Executive Committee and senior leadership

considered and agreed the key deliverables of our strategic

plan, which was updated by the Board in March 2022. Two of

our most important strategic initiatives are to ‘Provide a

leading consumer experience’ and to ‘Use technology to

accelerate our plans’. To enable those, we have invested

and will continue to invest in technology and digital projects.

TheBoard established a Technology Committee in July 2021

to guide and monitor the modernisation and enhancement of

our Ecommerce sites and the replacement of our core

merchandising system. Further information about the

Technology Committee and its work can be found in our

Section 172 Statement on page 26 and in the Corporate

Governance Report on page 78.

‘Two of our most important strategic

initiatives are to ‘Provide a leading

consumer experience’ and to ‘Use

technology to accelerate our plans.’

Executive Committee appointments

Two important appointments were made to our Executive

Committee in FY22. In November 2021, Cathryn Petchey was

appointed Global People Director and Matt Horwood was

appointed Chief Technology Officer. For further information

about these appointments, please turn to our Section 172

Statement on page 26. The People report on page 47

contains further details about the work of the People team.

Environmental, social and governance matters

Our mission is ‘To be the #1 sustainable style destination’

and we believe that actions speak louder than words,

delivering on projects that will positively impact the

environment and our colleagues. Superdry is proud of its

sustainability commitments and projects. In December 2021

Superdry was awarded an A- grade by environmental impact

disclosure agency, CDP. For the last four consecutive years,

Superdry has improved its CDP grading, demonstrating

the pledges we have made to sustainability and to the

transparent reporting of our impact on the environment.

ThisAnnual Report also includes our first TCFD disclosure

on page 34. Progress on our sustainability programmes and

targets can be found on page 40 and 41 of this report.

Superdry alsopublishes a separate Sustainability Report

at corporate.superdry.com and I urge you to take a look

at our excellent work in thisarea.

In March 2022, the Remuneration Committee approved

a Group pay award of 3.5% for UK head office and retail

management, effective from 1 May 2022 (save for the

Executive Committee where a 2% increase was approved).

For further details on this, please refer to our Section 172

Statement on page 26, to the People report on page 47

and to the Directors’ Remuneration Report on page 106.

ThePeople report also explains how we are seeking to

enhance our employee value proposition and our culture in

an increasingly competitive employment market.

In July 2022, the Board approved changes to its Board

Diversity and Inclusion Policy, setting enhanced gender

and ethnicity Board composition targets. Please turn to the

Nomination Committee Report on page 94 to read about the

Board Diversity and Inclusion Policy and to the People report

on page 47 to read about our diversity and inclusion targets

for recruitment at Superdry.

One of our strategic pillars is Great Governance. Noting the

control issues that have continued to be identified in the

year-end accounts close process, we have focused in FY22

on enhancing the quality of information flows between the

Board and the Executive Committee and on our wider

organisational governance – the controls, policies,

procedures, training and culture that support governance.

The Corporate Governance section of this report from page

78 explains our governance framework and our compliance

with the UK Corporate Governance Code. The People report

on page 47 contains details of our training programmes and

how we communicate and engage with colleagues.

The Audit Committee Report on page 98 discusses our

internal controls and How We Manage Our Risks on page 53

sets out our principal risks and uncertainties and our risk,

including our response to the control issues that have been

identified during the year-end close process.

We have eight key stakeholder groups at Superdry including

investors, our people and our customers. The ways in which

the Board has considered stakeholders in its decision-making

are set out in our Section 172 Statement on page 26.

Superdry plc Annual Report 2022

Strategic Report → Chair’s Statement

Reappointment of auditor

During the year, Deloitte LLP advised the Company that they

intended to step down as its auditor, following the completion

of the audit of the Group’s results for the 53 weeks ended

30 April 2022. In light of this, the Audit Committee initiated a

process to find a new auditor, inviting expressions of interest

from a number of audit firms. We expect to confirm the

outcome of that process in due course.

Dividend

A final dividend has not been proposed for FY22 and an

interim dividend has not been paid.

Thank you Superdry

I want to take this opportunity to extend my thanks to all of

my colleagues at Superdry for their continued commitment

and work, and especially to our retail store colleagues, who

represent our brand with great customer service every day,

and for whom the past two years have been really tough.

Peter Sjölander

Chair, Superdry plc

Board evaluation

In April and May 2022, an independent externally facilitated

Board and Committee evaluation was performed. The outcomes

of that review were discussed by the Board and have been

used not only to set Board objectives for FY23, but to prompt

wider discussions about Board balance and composition to

ensure that the Board continues to be effective, diverse and

that the right skills are in place to support the Executive

Committee as it continues to implement the strategy.

Pleaseturn to page 90 for more details on the evaluation

and its results.

Looking to the future: a challenging

macroeconomic environment

The challenges emerging from the war in Ukraine and

from the energy crisis, impacting household incomes and

consumer confidence, alongside the threat of a global

recession, are set to dominate FY23. Inflationary pressures

and the subsequent impact on consumer spending were

building throughout FY22 and continued into FY23 and show

no signs of abating. These pressures are not unique to

Superdry and there is uncertainty about how this will impact

demand for our products globally. We believe that our

resilience during FY22 has given Superdry a foundation

on which to withstand these pressures, as we continue to

focus on delivering our strategy and our Five-Year Plan.

Annual General Meeting

Our AGM is on Monday 31 October 2022 at our head office in

Cheltenham. As announced on 5 October 2022, due to the

timing of our preliminary results and publication of this

Annual Report and Accounts, the AGM will cover routine

business only. Certain resolutions which usually form part

of the business of the AGM, will instead form part of the

business of a separate general meeting of shareholders

which is expected to take place in November 2022.

Pleasesee our Notice of AGM at corporate.superdry.com.

Faisal Galaria has announced his intention to step down at this

year’s AGM and I would like to thank Faisal on behalf of the

Board and Superdry for his work as a Non-Executive Director.

Please refer to the Corporate Governance section starting on

page 78 for further details about the work of the Board.

Superdry plc Annual Report 2022

Strategic Report → Better Choices, Better Future

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Saffron Hocking

‘IT’S REALLY

ABOUT HAVING

A CONSCIOUSNESS

ABOUT WHAT YOU’RE

BUYING AND WHY…

I ASK MYSELF:

DO I REALLY NEED THIS?

HOW IS IT MADE?’

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Saffron Hocking

Saffron Hocking

Actor

@saffronhocking

151k Instagram followers

#BetterChoicesBetterFuture

#Superdry

Saffron wears…

X opposition varsity bomber

Large logo crop bralette NH

Studios cupro short

Code chunky basket trainer

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Zoé Tondut

Zoé Tondut

Vlogger & influencer

@justezoe

1.58m Instagram followers

Zoé wears…

High rise carpenter pants

Linen boyfriend shirt

Vintage vegan faux vulc low and

Code triangle elastic top

#BetterChoicesBetterFuture

#Superdry

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Zoé Tondut

‘SUSTAINABILITY IS

ALL ABOUT THINKING

OF NEW WAYS TO MAKE

CHANGES IN YOUR LIFE.’

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Beabadoobee

‘INSTEAD OF CREATING

WASTE, I MAKE USE OF

THE UNLOVED PIECES

IN MY WARDROBE TO

REPURPOSE AND MAKE

THEM FEEL NEW AGAIN.’

Superdry plc Annual Report 2022

Better Choices, Better Future → Influencer Focus: Beabadoobee

Beabadoobee

Musician/Band

@radvxz

1.5m Instagram followers

#BetterChoicesBetterFuture

#Superdry

Beabadoobee wears…

Vintage repurposed tee

MA1 bomber

Vintage denim pleat mini skirt

Superdry plc Annual Report 2022

Strategic Report → Business Model

OUR MODEL FOR SUCCESS

We have a truly global distribution

network, serving our multi-channel

operations worldwide. This is

delivered through four main

distribution centres:

• ‘The Duke’ in the UK (500k sq.

ft.) and ‘The Baron’ in Belgium

(720k sq. ft.), both of which

are ‘bonded’, allowing us to

minimise the impact on the

business as a result of Brexit.

These warehouses primarily

deal with inbound stock for

Stores and Ecommerce

customers, as well as a small

element of Wholesale;

• An additional warehouse

in Ghent, Belgium (335k sq. ft.)

deals only with Wholesale

orders; and

• ‘The Eagle’ in the USA

(140k sq. ft.), a multi-channel

fulfilment centre – handling

inbound stock for Stores,

Ecommerce and

Wholesale orders.

To achieve our mission and deliver

against our objectives, we begin

the product planning phase

18 months before it launches in

the market. This ensures we have

aligned all our resource and talent

with our strategy and ambitions.

We have a passionate team of

40designers, each aligned to one

of the collections within our

consumer segmentation.

Short-order product gives us

the opportunity to capitalise

on trends with:

• Limited edition;

• Low volume product runs; or

• Augment the collection

at a later point in

the process.

Plan & Design Make Ship

Once our designers have imagined

next season’s collection, it is over to

our Sourcing team to work closely

with our global network of suppliers

to bring the product to life, in the

most sustainable way possible.

Thesplit of manufacturing in FY22

(ie, the Spring/Summer 2021 (‘SS21’)

and Autumn/Winter 2021 (‘AW21’))

was 46% in China, 26% in India and

21% in Turkey with the remainder

largely coming from Sri Lanka,

Vietnam and Cambodia.

Please see the ‘Sustainability’

section on page 40 for more

information on this pillar of our

strategy and how it relates to our

sourcing and production.

Manufacturing locations

Bulgaria 1

Cambodia 4

Vietnam 10

Sri Lanka 19

India 51

China 78

Turkey 93

Superdry plc Annual Report 2022

Strategic Report → Business Model

Our global footprint has

been achieved through a

truly multi-channel approach,

leveraging our eight routes

to market to maximise the

addressable market.

We remain committed to the

high street and view stores

as an integral element of the

customer journey. Our Fulfil

From Store and Click & Collect

technology creates a seamless

customer experience between

digital and physical, as well

as allowing us to optimise

workingcapital.

We recognise that consumer

habits continue to change and

the switch to online has been

accelerated by Covid-19.

Wecontinue to invest in our

digital platform and this year

transitioned to our new

microservices platform.

You can read more about

our digital journey within the

strategy section on page 22.

We distribute our products to

customers seamlessly across

the following eight routes:

Sell

OWNED CHANNELS ▶

THIRD PARTY ▶

Routes to market

OWNED

A B C

ECOMMERCE

WHOLESALE

F G H

A. Owned stores

Mono-branded stores, operated

by the Group, in prime locations

split between high streets and

shopping centres.

B. Concessions

Smaller stores, largely located

in airports, operated by the

Group in retail space owned

by partners.

C. Outlets

Sale of previous seasons’

product in specialist stores.

D. Online store

superdry.com

Digital flagship website, with

localised sites in key markets.

E. Online distribution

via offprice Ecommerce

Sale of previous seasons’

product on outlet websites.

F Online distribution

via partners

Distribution of Superdry

merchandise using our key

& independent retail partners’

own online platforms.

G. Key & independent

partners

Freestanding multi-brand stores

owned and run by retail partners,

selling Superdry merchandise.

H. Franchise & licence

business

Freestanding Superdry stores

operated by partners.

Dual channel

Ecommerce

Orders made through

partner websites, but

fulfilled by Superdry.

Wholesale

Orders made through

partners websites and

fulfilled by the partners.

Superdry distributes product to our global customer base seamlessly across multiple channels.

We want our customers to be able to order from anywhere, from any device, using any payment

method and have it delivered to any location from our distribution centres, whilst never

compromising on our mission to become ‘the #1 sustainable style destination’.

Describing the product journey from initial creation through to end consumer purchase, our product lifecycle can

be viewed across four critical activities:

Superdry plc Annual Report 2022

Strategic Report → Where We Operate

Strong multi-channel capabilities

We have 220 stores across 12 different

countries and 479 Superdry branded franchise

and licensed stores in 53 countries, as well as

21 Superdry branded websites, translated into

13 languages.

WHERE WE OPERATE

branded websites

479

franchised &

licensed stores

Rest of World

174

franchised

& licensed stores

USA

owned stores

Distribution

centre

The Duke,

Clipper Logistics.

Burton-on-Trent,

Distribution

centre

The Eagle

Geodis, Kutztown,

PA, USA

SUPERDRY + CLIPPER.

DC-CREWMEMBER

DC-CREW

THE

MEMBER

Rest of World (including USA)

515

employees

£91.2m

revenue

SUPERDRY + CLIPPER.

DC-CREWMEMBER

DC-CREW

THE

MEMBER

UK & ROI

owned stores

franchised &

licensed stores

Superdry plc Annual Report 2022

Strategic Report → Where We Operate

Distribution

centre

The Baron

Bleckmann,

Grobbendonk,

Belgium

SUPERDRY + CLIPPER.

DC-CREWMEMBER

DC-CREW

THE

MEMBER

Europe

UK & ROI

991

employees

£294.3m

revenue

2,532

employees

£224.1m

revenue

Europe

owned stores

290

franchised

& licensed stores

Superdry plc Annual Report 2022

Strategic Report → CEO Review

The last two years have caused

unimaginable levels of disruption

and uncertainty, with Omicron

hitting at a critical sales period

in FY22.

However, reflecting on the challenging environment we have

been in since my return, I am proud of the progress we are

making against the strategic initiatives we set out in our

Annual Report last year and of the continued resilience our

team has shown.

I am particularly pleased that we ended the year having

delivered £21.9m adjusted profit before tax and £17.9m

statutory profit before tax, an increase of £34.5m and

£54.6m respectively year-on-year, as we saw the reopening

of our store estate due to the easing and lifting of restrictions,

and our commitment to a full-price trading stance, even as

we contend with the macroeconomic headwinds. In line with

the rest of the sector, we are mitigating some of this impact

through selective product price rises in our Autumn/

Winter22 and Spring/Summer23 collections as well as

introducing delivery charges for onlineorders.

The Asset Backed Lending facility for up to £70m, is due to

expire at the end of January 2023. Although we are in positive

discussions with prospective lenders, we have not yet

secured committed funding beyond this point. Until these

discussions conclude, we recognise there is a material

uncertainty around the going concern of the Group,

butremain confident on the prospect of a favourable

outcome. You can read more about our FY22 financial results

(a 53-week period) in the CFO’s Review on page 68.

In the FY21 Annual Report I introduced our new strategy.

Since then, we have continued to have style and sustainability

as the overarching focus in everything we do. Reflecting this,

we simplified and refined our mission statement: ‘To be the

#1 sustainable style destination.’ To achieve this, our four

strategic objectives remain unchanged:

• Inspire through product & style;

• Engage through social;

• Lead through sustainability;

• All underpinned by strong operational foundations to

‘Make it Happen’.

Inspire through product

The achievement I am particularly proud of this year

has been our move back to a full price trading stance.

Thathas meant significantly reduced sale activity in stores

since summer 2021 and limited markdown activity online,

helping us to rebuild the premium position of the brand,

anddriving our Retail gross margin up 630bps to 67.9%

in FY22 versusFY21. We believe this is the right strategic

move for the brand as we focus on high-quality and

sustainable profitability.

IN ACTION

JULIAN DUNKERTON

CHIEF EXECUTIVE OFFICER

RESILIENCE

Superdry plc Annual Report 2022

Strategic Report → CEO Review

Our AW21 collection was our first opportunity to fully

showcase our new customer experience in stores. We saw

improvements across several key categories, particularly

longline jackets and skirts, driving womenswear mix up

+4%pts versus the pre-pandemic period two years ago.

Wewill continue to replicate this customer experience

digitally as we embed our new microservices platform.

Wesaw continued progress in SS22, the first season of

FY23, with the sell-through performance improving 16%pts

year-on-year, with particular success seen in dresses

andshirts.

‘The momentum around our recovery

continues to grow, and I am particularly

pleased we have ended the year with a

profit, even as we contend with the same

macroeconomic headwinds as our peers.’

Engage through social

Our marketing investment has increased this year with our

influencer and affiliate army growing from 272 in FY21 to

2,349 this year, focused on our target demographic of

under-25-year-old consumers.

A further highlight has been the great traction of our TikTok

channel, which had grown from zero to over 270k followers

by the end of FY22. Our videos have received over 22m views

and our content reached over 33m followers, connecting

with the younger demographic.

For FY22 we introduced a new KPI, ‘Brand Heat’, to provide

a measure of Superdry’s resonance among consumers,

which we believe is an indication of how well the strategic

initiatives, particularly digital, are working. We have been

pleased to see an increase of 3% year-on-year, as we

continue to focus on reinvigorating the brand. For more

details, please see the KPIs on pages 23 and 24.

Lead through sustainability

Last year I said we had a clear path on how we were going to

improve our CDP Rating to an A, and I’m proud to say that

this year we achieved an A-.

Sustainability continues to sit at the heart of the business,

especially our sourcing. We remain committed to our goal of

converting 20,000 farmers in India to organic practices and

using 100% organic cotton in our garments by 2025. As at

the end of FY22, we have invested in training to convert

7,508 farmers, up from 5,684 last year and donated over

65m organic cotton seeds. In addition, 47% of our purchased

product volume

across AW21 and SS22

was sustainable (up

14% year-on-year). In SS22, 99% of our swimwear was

converted to recycled materials, with 50.4m recycled bottles

used to produce both SS22 swimwear and our AW21 and

SS22 outerwear jacket fill.

Vintage sections have been introduced into some of our stores,

including the Oxford Street flagship, as well as our ‘Recycled’

and Ringspun collections which focus on circularity and the

importance of how many times an item can be worn, not just

the sustainable materials used to make it.

For more detail on the achievements in Sustainability,

pleasesee our second annual Sustainability Report which

isavailable on our website at corporate.sustainability.com.

Make it Happen

Our Executive team was strengthened further by two new

hires, Matt Horwood, our Chief Technology Officer, and

Cathryn Petchey, our Global People Director. Both bring a

wealth of knowledge and experience that will be invaluable to

delivering our strategy.

The most important technology project this year has

been the move of our website from a legacy platform to

microservices. As of August 2022, all our websites were live

on the new platform and we will continue to invest in the

customer experience to enhance our online opportunity.

Youcan read more about the progress we have made in the

Technology section of the Strategic Report on page 22.

Another key area of focus since I returned has been reducing

the amount of inventory in the business, and in FY22, despite

the challenging environment, we reduced the number of

units by a further 2.6m year-on-year to 12.4m units, taking

the total reduction to nearly 5m units since the end of FY19.

In summary

It has been another challenging year, but I am proud of

the resilience shown by all our teams across the business.

While the lasting impacts of Covid-19 on a volatile market

has been exacerbated by the war in Ukraine, the cost-of-living

pressures on consumers, and continued inflationary

pressures across the supply chain, we continue to focus on

making better choices for a better future and have made

good progress against each of our key strategic pillars and

are excited for our future plans.

Although we remain cautious on the macroeconomic outlook

and the impact of inflation, we are confident that our

strategy is positioning the brand for future success.

1. Sustainable product is defined as organic, low impact and/or recycled in line with our Environment Policy.

Superdry plc Annual Report 2022

Strategic Report → Recycled Jacket

Superdry plc Annual Report 2022

Strategic Report → Strategic Review

OUR MISSION-LED STRATEGY

BE THE #1 SUSTAINABLE STYLE DESTINATION

Inspire

through

PRODUCT

& STYLE

Engage

through

SOCIAL

Lead

through

SUSTAINABILITY

MAKE IT HAPPEN

We introduced our mission-led strategy in the FY21 Annual Report – see page 26 of that

report for further information. In FY22, quality, style and sustainability at great value

continue to be the overarching focus in everything we do. Reflecting this, we simplified

our mission further: ‘To be the #1 sustainable style destination’. To achieve this, we

continue to focus on our four strategic objectives.

These strategic objectives of ‘Inspire through product & style’, ‘Engage through social’ and ‘Lead through

sustainability’ are all focused externally on increasing Brand Heat, a measure of Superdry’s resonance among

consumers. Each of these is supported by our ‘Make it Happen’ internal framework, underpinned by a strategic

pillar of ‘Great Governance’, which concentrates on driving continuous improvement and alignment across

ouroperations.

Superdry plc Annual Report 2022

Strategic Report → Strategic Framework

Inspire through product & style

Our collections are constructed to

address opportunities in the market

where the Superdry brand can operate

with credibility and authority. This product

segmentation underpins our aim to lead

each market with value for money,

whilstmaintaining our quality, style and

sustainability credentials. This style

choice segmentation has now been

rolled out across seven of our stores,

withour Oxford Street flagship store

representing the best expression of this

customer experience.

Leveraging our strength in our core

outerwear categories, in FY22 we

introduced our range of longline jackets,

delivering 7% of AW21 revenue year-on-

year and driving an improvement in our

womenswear mix of 4%pts compared

toAW19.

In FY23 we will continue focusing on

enhancing our collections and supporting

our core product ranges through our

short-order programme to take

advantage of in-season trends, allowing

us to target a younger demographic and

increase our womenswear mix.

Engage through social

Our strategy builds on ‘social-first brand

marketing’ approach to attract a younger

demographic, and to ensure sustained

engagement across our different platforms.

We collaborate with influencers who are

aligned with our collections and values.

Ourfocus is on building earned content

with them, which allows us to reach new

audiences in an authentic way.

Through this focus, in FY22 we saw an

acceleration of our social follower growth of

16% to 3.89m. We launched our TikTok

account in September 2021, which had

grown to over 270k by the end of April 2022.

Our influencer army stands at 2,349, an

increase of more than 7x since FY21.

ENGAGE THROUGH

SOCIAL

INSPIRE THROUGH

PRODUCT & STYLE

In FY23, we will continue to grow our

influencer and affiliate programmes across

our key markets. This focus on driving traffic

will be amplified through sustainability-centred

marketing campaigns, leveraging our ESG

credentials and ambition. In addition, the

implementation of microservices technology

at the start of FY23 will provide us with the

platform to significantly improve the customer

journey and experience, all of which will

contribute to improved website conversion.

Superdry plc Annual Report 2022

Lead through sustainability

We are making great progress on

our ambition to ‘become the most

sustainable listed global fashion

brand by 2030’ and continue to put

sustainability at the forefront of

everything we do. You can read more

in our Sustainability Report on page 40.

LEAD THROUGH

SUSTAINABILITY

Make it Happen

Last year we articulated our sharpened

strategy with the ‘Make it Happen’

operational pillar underpinning our

external brand-focused objectives.

Behind this broader objective are

three core areas of focus:

1. Create an amazing

employeeexperience

2. Integrated marketplace

3. Use technology to accelerate

our plans

These are all underpinned by a

strategic pillar of ‘Great Governance’.

See overleaf for details →

MAKE IT

HAPPEN

Our published Sustainability Report 2022:

Available at: corporate.superdry.com

Strategic Report → Strategic Framework

Superdry plc Annual Report 2022

1. Create an amazing employeeexperience

Executing the strategy starts with our amazing people.

Cathryn Petchey joined us as our Global People Director

in November 2021 and has made good progress in moving

our People agenda forward. Please see our People

report on page 47 to find out more. Our highlights

included launching a new careers site and online

learning system and adapting a new approach to

recruitment in the Oxford Street store. This meant

we ended up with a diverse shop floor that represents

our consumers in the best way. Our plan is to roll out this

approach to the rest of the business in FY23. We also

piloted a mentoring scheme with the Senior Women’s

Forum, supporting our gender and ethnicity diversity

recruitment targets in place for the Board, the Executive

Committee and the senior leadership team – please turn

to page 48 of the People report for more information.

2. Integrated marketplace

To have the most efficient working capital cycle, we

need to ensure our seasonal planning and execution

is first class, and our customer experience across

channels consistently inspires and engages consumers.

FY22 saw the review and development of cross-channel

market plans and development of our roadmap to

becoming a truly omni-channel business. Please see our

Business Model on page 12 which shows our channels

to market and how our integrated marketplace links

together in more detail.

3. Use technology to accelerate our plans

A significant focus for us continues to be evolving

our technology capabilities. Our newly hired Chief

Technology Officer, Matt Horwood, has established a

new technology strategy to support the modernisation

of our business to be increasingly data driven, automated

and digitally enabled. The teams in the newly combined

Technology organisation will support Group performance,

using ‘Objectives and Key Results (OKRs)’, directly

aligned with Group-wide objectives and strategic KPIs.

This year we completed development of our new digital

commerce platform based on microservices. At the start

of FY23, we completed the roll-out across all Superdry

sites and with the increased flexibility, implemented our

new mobile optimised design experience. In parallel, we

have enhanced our in-store experience with mobile tills

in our latest stores.

During FY22 we selected Oracle as our solution partner

for the modernisation of how we plan and manage

our merchandising, range, buying, allocation and

replenishment. We have completed development of the

Superdry Operating Model and our increased visibility

into our ‘Critical path’. Combined with this business-led

transformation programme, we will deliver efficiency,

accuracy and cross-functional alignment across our

planning decisions, supported through the latest cloud

based, data-driven software.

In FY23, we will complete this major programme,

alongside introducing digital technology, to modernise

and increase efficiency into other parts of Superdry

value chain, eg, we will be rolling out 3D product design

and development and a new digital portal to improve

trading with our Wholesale partners.

The development and implementation of our data

strategy will expand our data insight capabilities,

both technically and organisationally, including skills

development. Combined with the launch of our

customer data platform, we will increase the

accessibility of accurate data across the business,

to drive better, more timely, relevant decisions.

Strategic Report → Strategic Framework

MAKE IT

HAPPEN

CONTINUED

Superdry plc Annual Report 2022

OPERATIONAL

Active customer database (m)

Definition – Number of customers on the Superdry database who have

made a purchase in the last 12 months.

Rationale – A measure of the retention and growth of our customer base

following the segmentation into collections, reflecting improved targeted

marketing and resonance of our improved product.

2.67m YoY movement (4.0)%

2022

2021

2020

2.67

2.78

2.70

Social followers (m)

Definition – Number of unique accounts that have ‘followed’ the main

Superdry accounts across all social channels (Facebook, Instagram,

Twitter, Pinterest and YouTube).

Rationale – A measure of Superdry engagement with customers via

online channels and the ability to convert customers into revenue

eitherdirectly (eg click through) or indirectly (in-store, increased

brandawareness).

3.89m YoY movement 16.4%

2022

2021

2020

3.89

3.34

3.16

Sustainable product mix (%)

Definition – % volume of ‘sustainably sourced’ product bought within the

current financial year.

Sustainably sourced product defined as organic, low-impact and/or

recycled in line with our Environmental Policy.

Rationale – A measure of the level of sustainable product being created

by the Group – a proxy to the environmental impact, rather than revenue

performance. This metric tracks against the ambition to be ‘the most

sustainable listed fashion brand on the planet by 2030’.

47% YoY movement 14%

2022

2021

2020

YoY movement 2.7%

Brand Heat*

31.44

2022

2021

2020

31.44

30.60

tbu

Inventory days

Definition – End of period net inventory/Last 12 months’ cost

of goods sold * 365.

Rationale – A measure to track against reduction in overall inventory

through tighter buying practices, carry over of foundation product

(replenishment model) and more efficient use of clearance channels.

181.4 YoY movement (11.9)%

2022

2021

2020

181.4

205.8

177.4

Strategic Report → Key Performance Indicators

* In line with the strategy set out on page 19, Brand Heat has been

identified as a new KPI in FY22.

Definition – In order to calculate Brand Heat, we use three measures from

an external WGSN conducted interview of 17,500 people, which includes

over 100 measures asked across 300 retailers.

Brand Heat is a bespoke measure using a weighted average of the

percentage scores gathered from consumers for the below questions:

1. Prompted awareness (0.2): ‘When, if ever, have you bought from the

following?’ A consumer is counted where they responded ‘Purchased’,

‘Never purchased’, but not ‘Don’t know them’.

2. Consideration (0.4): ‘Please select all of the retailers you would

consider buying from?’ If Superdry is selected, the consumer will

becounted.

3. Appeal (0.4) across three of our key markets (UK, Germany and USA):

‘How would you describe your opinion of the following retailers?’

Aconsumer is counted where they responded ‘Love’ and ‘Like a lot’.

Respondents are able to complete the questionnaire once every six

months for brands they are aware of, not necessarily brands they have

purchased from.

Rationale – A measure of Superdry’s resonance among consumers using

the combined metrics of prompted awareness, consideration and appeal.

Reflecting continuing advances in marketing, product assortment and

consumer experiences. As we only started to track and report this metric

in FY21, we do not have the comparable data for FY20.

Superdry plc Annual Report 2022

Strategic Report → Key Performance Indicators

Adjusted profit/(loss) before tax* (£m)Group revenue (£m)

£21.9m£609.6m YoY movement (273.8)%YoY movement 9.6%

2022

2021

2020

609.6

556.1

704.4

2022

2021

2020

21.9

(12.6)

(41.8)

YoY movement (287.1)%

Statutory profit /(loss)before tax (£m)

£17.9m YoY movement (148.8)%

2022

2021

2020

17.9

(36.7)

(166.9)

Adjusted basic EPS (p)

36.3p

2022

2021

2020

36.3

(19.4)

(43.5)

YoY movement (102.6)%

Basic EPS

27.7p YoY movement (163.0)%

2022

2021

2020

27.7

(44.0)

(174.9)

Net working capital**

£121.0m YoY movement (2.5)%

2022

2021

2020

121.0

124.1

147.0

Closing net debt/(cash)*

£(1.0)m

2022

2021

2020

(1.0)

38.9

36.7

FINANCIAL

‘It has been wonderful to be part of the sustainability

journey Superdry has been on. Being able to showcase

the positive changes happening in the company to

customers and co-workers is so fulfilling and I look

forward for what is still to come!’

Megan Hunter

Scotland and Ireland Retail – Sales Assistant (Dundee)

* ‘Adjusted’ and ‘Net debt/(cash)’ are used as alternative performance measures (APMs). A definition of APMs and explanation as to how they are

calculated is included in note 36 to the Group and Company financial statements.

** Net working capital is defined as inventories plus trade and other receivables less trade and other payables. The statutory measures from which it is

calculated are included within the CFO Review on page 72.

Superdry plc Annual Report 2022

The table below shows where information can be found in relation to the requirements of Companies Act 2006 section 414CA

and 414CB, including further information on policies and policy outcomes (where applicable):

Reporting requirement Annual Report section(s) Page number Related policies and standards

Environmental matters,

including the impact of the

business on the environment

and climate-related disclosures

TCFD Statement

Sustainability report and KPIs

Section 172 Statement and

Stakeholders

How We Manage Our Risks

Our Mission

Environmental Policy

Sustainable Development Goals (SDGs)

Chemical Compliance

CDP climate change disclosures

Employees Sustainability Report

People Report

Section 172 Statement and

Stakeholders

Directors’ Remuneration Report

106

Code of Conduct

Health and Safety Policy

Whistleblowing Policy

Diversity, Inclusion and Equality Policy

Board Diversity and Inclusion Policy

Flexible Working Policy

Education and Professional Qualifications Policy

Maternity, Paternity and Shared Parental Leave

policies

Values

Gender Pay Gap report

Social and community matters Sustainability Report

Section 172 Statement and

Stakeholders

Give Free Time initiative

Respect for human rights Sustainability Report 40 Diversity, Inclusion and Equality Policy

Ethical Trading Code of Practice

Migrant Worker Policy

Modern Slavery Statement and Policy

Customer Privacy Policy

Employee Privacy Notice

Anti-corruption and

anti-bribery matters

How We Manage Our Risks

Corporate Governance Report

Directors’ Report

127

Anti-Bribery and Corruption Policy

Code of Conduct

Business model Business model

CEO Review

CFO Review

Sustainability Report and KPIs

Financial KPIs

Principal risks and uncertainties How We Manage Our Risks 53 Risk Management Policy

Non-financial key

performanceindicators

Sustainability Report and KPIs 40

Strategic Report → Non-Financial Information and Sustainability Statement

NON-FINANCIAL INFORMATION

AND SUSTAINABILITY STATEMENT

Superdry plc Annual Report 2022

Strategic Report → Section 172 Statement

In compliance with Companies Act 2006

section 414CZA, the Board makes the

following statement in relation to FY22

The Board recognises that the medium and long-term success

of the Group and its social licence to operate are linked to

value creation for its stakeholders. Our stakeholders, what

matters to them, the engagement processes that are in place

and how feedback is received and considered by the Board

as part of its decision-making, are set out in the table below.

Our purpose, culture, values and details of our employee

engagement and feedback mechanisms can be found in the

People report on page 47.

Superdry aims to meet the highest standards of conduct

and has policies and procedures in place to support this

(forexample Code of Conduct, Using Social Media Policy,

Our stakeholders and the engagement processes

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback reaches

the Board

Shareholders

Providers of capital and

have a financial interest in

our performance

• Financial results

• Dividends and earnings

pershare

• Environmental, social and

governance matters

• Strategy

• Efficiency

• Remuneration

• Annual General Meeting

• Annual/interim results

• Corporate website

• Consultation with investors

and advisory agencies

• Investor events and

roadshows

• Investor sustainability

indexes (eg CDP)

• Stock market news

• Direct liaison through

corporate brokers

• Social media

• Company Secretary in-box

• Investor Relations updates

and analysis

• Corporate broker reports

and presentations

• Face-to-face meetings

and correspondence

withinvestors

• In-person at the AGM and

at investor events

• Media reports

• Reports from investor

advisory agencies

Environment

Central to our mission and to

our sustainability objectives

and initiatives

• The impact of the Group’s

operations on the

environment eg CO

emissions, use of plastic

packaging, organic cotton

production, sustainable

farming practices

• Sustainable Development

Goals

• Sustainable stories on

ourwebsites

• Social media

• Engagement with organic

cotton farmers – please

refer to the Sustainability

Report and targets on

page40

• Awards/recognition of

ourwork

• Sustainability reports

andpresentations

• Supply chain reports and

‘deep dives’

• Sustainability news

onWorkplace

• Sustainability Warriors

Anti-Bribery and Corruption Policy and training,

ModernSlavery Statement and Ethical Supplier Code

of Practice (both published at corporate.superdry.com).

AWhistleblowing Policy is in place and an independent

whistleblowing line operates for the reporting of unethical

behaviour (please turn to page 99 for more details of our

whistleblowing arrangements).

Superdry aims at all times to act fairly as between its members,

regardless of the size of their shareholding. Ourfinancial

results, notices of meetings and a range of information about

Superdry are published at corporate.superdry.com and our

AGM provides an opportunity for all shareholders to meet

with and ask questions of our Board. We respond to queries

and requests for information from all shareholders on a

prompt basis via company.secretary@superdry.com and

investor.relations@superdry.com.

SECTION 172 STATEMENT

Superdry plc Annual Report 2022

Strategic Report → Section 172 Statement

‘I feel proud to work for a business where decisions

are challenged on whether they are the most

sustainable or ethical thing to do. The Sustainability

Warriors consistently do this, helping us to push

forward on our sustainability journey, at every

level and within every department.’

Emily Saunders

Group Retail Support – Retail Operations Manager

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback reaches

the Board

Community/wider society

Help us to be a

responsible business as

we pursue our mission,

sustainability ambitions

and targets, and our

governance objectives

• Corporate governance

• Health and safety

• Employment and conditions

• Charitable donations

• Environment

• Sustainability

• ‘Family and friends’ events

• College placements and

workexperience

• Jobs

• Support for local charities

• Health and Safety reports

• SD Voice reports and

presentations to Board

• Sustainability news

onWorkplace

Customers – retail and trade

Our customers are vital

to our performance

• Value for money

• Accessibility of product

• Garment quality andreliability

• Design

• Customer service

• Store or website experience

• Sustainability and

ESGmatters

• Direct contact in stores

• Global Sales Meeting

• Monitoring and reporting of

sales, footfall, website traffic and

internet search analyses

• Customer satisfaction surveys

• Customer services

• Social media and websites

• Annual Report

• KPIs

• Financial, sales, trading and

footfall reports, analysis

andKPIs

• Trading analysis and sales

data is shared with the

Board on a weekly basis

• Customer ratings

andfeedback

• Internal KPIs to measure

brand awareness

• Previews of seasonal

collections

• Tours of retail stores

Colleagues

People are central to

the successful delivery

our strategic objectives

• Employment

• Pay and benefits

• Job security

• Work/life balance

• Mental health

• Equality and diversity

• Career opportunities

• Sustainability

• Health and safety

• Superdry Voice (‘SD Voice’)

meetings and feedback from

colleagues on performance

and that of the NED for

workforce engagement

(see the People report on

page 48 for more information)

• ‘Pulse’ surveys

• Senior Women’s Forum

• Diversity and Inclusion Forum

• Workplace (internal social media)

• Staff events such as SD Live and

the Global Sales Meeting

• ‘Threads’ magazine for

storecolleagues

• Sustainability Warriors

• NED for workforce

engagement attends

SDVoice meetings

• People reports

• Results of ‘Pulse’ surveys

• SD Voice reports and

presentations to Board

• Diversity and inclusion

reports (see the People

report on page 52 for

furtherinformation)

• Health and safety reports

• Workplace

Superdry plc Annual Report 2022

Strategic Report → Section 172 Statement

Stakeholder/why

they are important

What matters

to them

Engagement

processes

How feedback reaches

the Board

Suppliers and contractors

We recognise that

relationships with suppliers

and contractors are

important to our financial

performance

• Payment terms

• Fair contractual

arrangements

• Communication

• Success of Superdry

• Anti-bribery and corruption

• Ethical behaviour

• Corporate governance

• Sustainability

• Supplier conferences

• Face-to-face meetings

andvisits

• Day-to-day contact

between colleagues

andsuppliers

• Modern Slavery Statement

• Superdry Supply Chain

Ethical trading page of

corporate website and

Ethical Trading Code

ofPractice

• Respect programme

• Contact with Superdry

Legal or Property teams

• Operational updates in

CEOreport

• Supply chain deep dives at

Board meetings

• Risk Committee updates to

the Audit Committee

• Ethical compliance audits

and reports to the

AuditCommittee

Media

How the media reports on

our activities impacts wider

perceptions of Superdry

• Reports and stories

• Regular communication

• Sustainability

• News releases/stories

• Stock market

announcements

• Interviews

• Visits and meetings

• Social media

• Websites

• Reports circulated to the

Board from our

communications advisers

• Analysis of investor

sentiment is reported in

Investor Relations reports

Government/Regulators

Open and transparent

interactions with government

and regulators help us

maintain high standards of

business conduct

• Compliance with law and

best practice

• Corporate governance

• Health and safety

• Modern slavery

• Data security

• Policies and procedures

• Meetings/briefings

• Consultations

• Dialogue with trade bodies

• Specialist advisers

• Interactions with

taxauthorities

• Legal, governance and

riskreports

• Legal and regulatory briefings

• Deep dives on areas of

riskas they arise

Principal decisions

The Board considers its principal decisions to be those that

have significant long-term implications for the Group and its

stakeholders. At scheduled Board meetings, agenda items

that are likely to have a long-term impact on stakeholders are

highlighted. Templates for Board papers include a stakeholder

section to highlight any likely impacts for both internal and

external stakeholder groups to ensure that all stakeholders

are considered as part of the Board decision-making process.

The principal decisions taken by the Board in FY22 were:

• Establishment of a Technology Committee to monitor the

implementation of key technology and digital projects;

• Appointments to the Executive Committee (Global People

Director and Chief Technology Officer) in November 2021;

• Approval of a Group pay award in March 2022;

• Approval of key strategic deliverables and internal KPIs in

March 2022; and

• Approval of exiting underperforming retail stores

negotiation of new and more favourable store lease terms

throughoutFY22.

Further consideration of these principal decisions follows, to

demonstrate the ways in which the Board had regards to the

matters set out in Companies Act section 172(1) (a) to (f).

In respect of dividend policy, no final dividend has been

recommended by the Board and no interim dividends have

been paid in FY22. For information about capital allocation,

please refer to the CFO Review on page 68.

Superdry plc Annual Report 2022

Context:

The Board delegated authority to a Board

committee for a limited time during the course of

FY22, to have oversight of the early implementation

of strategically important digital and technology

projects, such as the refresh of Superdry’s global

Ecommerce sites and the replacement of the

Mercatus merchandising management system.

In July 2021, a Technology Committee was established and

met between August 2021 to May 2022. NEDs Faisal Galaria

and Helen Weir were Committee members, along with Julian

Dunkerton, Shaun Wills and Peter Sjölander. Executive

Committee members Silvana Bonello and Justin Lodge

joined all Committee meetings. Matt Horwood attended

Committee meetings following his appointment in November

2021, taking the lead on digital and technology projects.

How the Board considered stakeholder feedback

in reaching its decision

Feedback from consumers, colleagues and suppliers had

indicated that our global Ecommerce websites did not have

the desired functions and capability to optimise sales of our

products to our customers. Feedback from colleagues and

suppliers had also indicated that the Mercatus merchandise

management system was reaching the end of its life and

required replacement. At the time of establishing the

Technology Committee, a search for a new Chief Technology

Officer was ongoing and the Board wanted to ensure that

there was sufficient oversight of these strategically

important projects. The Technology Committee’s terms of

reference included the approval of roadmaps, the monitoring

of digital and technology project key milestones, reviewing

and agreeing any proposals or significant contracts and

ensuring that the digital strategy remained on track.

Linkages to business model, strategy and the

long-term success of the Group

Links to the Ship and Sell critical activities in our operational

business model (please refer to pages 12 and 13), the Lead

Through Sustainability objective, the Use Technology to

Accelerate Our Plans objective, and the Digitise Superdry

initiative in the strategic house model (please refer to

page19). The long-term success of Superdry partly rests

on its ability to advance its digital platforms and capabilities,

to successfully plan and control merchandise and to offer

customers visually appealing and market leading

Ecommerceenvironments.

Outcomes and long-term consequences

for stakeholders

As a result of the refresh of our global Ecommerce sites,

customers have enhanced online shopping experiences and

choices. Following the replacement of Mercatus, which is

due to be retired in March 2023, with the new Oracle system,

product availability and business processes will be improved.

Colleagues, specifically our merchandising, logistics, finance

and retail store colleagues, will experience greater operational

efficiencies and will have an increased level of control and

oversight of stock levels and movements. Thenew system

will also lead to improved purchase order management and

better forecasting functionality. Sales may increase as a

result of improved and efficient allocation and faster

replenishment of product. Shareholders will benefit in the

long term as sales and profitability improve. Suppliers and

partners may benefit from increased sales in the long term,

creating more supplier opportunities, shorter payment terms

and lower risk. The environment will also benefit from the

increased efficiencies arising from the new merchandising

system, reducing the unnecessary movement of stock and

lowering our carbon footprint. The forecasted expenditure

relating to these projects was considered against the need

for Superdry to modernise, find efficiencies in the long term

and to enhance the digital customer experience and our

internal processes.

Principal decisions

Establishment of a Technology Committee to monitor the implementation of key

technology and digital projects

Strategic Report → Section 172 Statement

Superdry plc Annual Report 2022

Strategic Report → Section 172 Statement

Principal decisions

Appointments to the Executive Committee

Context:

In November 2021, the Board confirmed the

appointments of Cathryn Petchey as Global

People Director and of Matt Horwood as Chief

Technology Officer. These appointments were

important to the successful implementation of

Superdry’s strategic objectives.

For biographical details of our Executive Committee, please

refer to corporate.superdry.com.

How the Board considered stakeholder feedback

in reaching its decision

The Board made these appointments with the interests of all

stakeholders in mind. Suitably experienced and qualified

individuals with a strong record in the successful delivery of

strategic projects, and whose behaviours were consistent

with Superdry’s values, were selected by the Board for

interview. Both Cathryn and Matt had substantial experience

in the retail sector and in their respective fields of expertise.

The Board considered the interests of shareholders, as the

long-term success of the Group is dependent on the right

Executive Committee leadership being in place. Colleagues

would benefit from enhancements to culture and employee

value proposition that the new Global People Director would

bring. Suppliers would experience benefits from the

successful delivery of Superdry’s strategy as the Group’s

financial performance improved, due to a continuing and

better-performing business, faster payment practices and

more commercial opportunities. An improvement in

performance would positively impact customers, in the form

of investment in stores, improved product offerings and

enhanced Ecommerce platforms.

Linkages to business model, strategy and the

long-term success of the Group

Our operational business model and the successful

implementation of Superdry’s business transformation plans,

including its digital strategies and the elevation of the

employee experience, are dependent on strong leadership

in the areas of HR and IT. The long-term success of the

Group is partly dependent on the success of Superdry’s

digital ambitions and its ability to attract and retain a skilled,

motivated and diverse workforce.

Outcomes and long-term consequences

for stakeholders

The enhancement of Superdry’s employee value proposition,

digital capabilities and improved business processes and

systems will have positive impacts for all stakeholders, as

additional value is created, and culture improves. Colleagues

will benefit from strong HR and IT leadership and

improvements in systems and processes. Shareholders

experience additional value as strategic initiatives are

implemented. Customers will experience improvements in

digital interfaces such as our Ecommerce sites and in

product range and choice. Communities will benefit from

enhanced employment opportunities and the continuation

of Superdry’s community focuses.

Superdry plc Annual Report 2022

Context:

A Group-wide pay award was approved by the

Remuneration Committee on 24 March 2022 of

3.5% for UK head office and retail management

colleagues (save for the Executive Committee

where a 2% increase was approved),the removal

of age-related pay for UK retail colleagues and

in-country inflationary wage increases for global

retail and international office-based colleagues.

For further details on Executive remuneration and policy

please refer to the Directors’ Remuneration Report on

page110.

How the Board considered stakeholder feedback

in reaching its decision

Feedback from colleagues throughout Superdry, from the SD

Voice employee engagement group and from the HR function

had highlighted that pay and conditions were a principal

factor in the retention and recruitment of people. Geopolitical

and economic forces in FY22 contributed to high inflation

and increases in the cost of living. The Board considered

the needs of colleagues alongside the requirements of

shareholders to create value in the short term and the

Group’s need to invest further in its digital capabilities.

Principal decisions

Approval of Group pay award in March 2022

Linkages to business model, strategy and the

long-term success of the Group

People are essential to each of the four elements of our

operational business model – Design, Make, Sell and Ship.

The decision to implement a Group-wide pay award at a level

designed to keep apace with the rising costs of living and

in-country inflationary wage increases globally will benefit

all colleagues. Superdry will benefit from reduced attrition,

adecrease in operating costs associated with that, and

improved levels of motivation in colleagues. There will be a

positive impact on the strategic initiatives of Elevate the

Employee Experience and Talent Management, leading to an

enhancement of culture that will contribute to the long-term

success of the Group.

Outcomes and long-term consequences

for stakeholders

The Group pay award for UK head office and retail

management was effective from 1 May 2022 and colleagues

reacted positively, at a time when domestic energy costs

were rising to unprecedented levels and food and other living

costs were also rising.

‘It’s been great to be able to identify and bring

together passionate and committed colleagues

from all over Superdry, to help share ideas and

implement positive change towards a more

sustainable future. Giving everyone a platform

and a voice is not only very uplifting but is crucial

in how we will reduce our impact at the scale

required over the next few years.’

Benedict Orchard

Energy and Environment Manager, Sourcing

Strategic Report → Section 172 Statement

Superdry plc Annual Report 2022

Strategic Report → Section 172 Statement

Principal decisions

Approval of key strategic deliverables and internal key performance indicators

Context:

On 1 February 2022, the Board and Executive

Committee held a strategy day to discuss the

strategy and Five-Year Plan. The Board reviewed

and approved key strategic deliverables and

internal key performance indicators for the

Executive team to implement and monitor on

24 March 2022

Please refer to pages 19 to 22 to read about our strategy and

to page 100 to find out more about our Five-Year Plan and

the FY23 Budget. The Executive Committee identified

Specific Now (FY23), Next (FY24) and Future (FY25-FY27)

key deliverables, spanning each of the strategic objectives

and initiatives, with priority deliverables for FY23 highlighted.

Internal key performance indicators have been designed to

monitor and measure progress on the key deliverables.

How the Board considered stakeholder feedback

in reaching its decision

Feedback from shareholders had indicated that the reset

strategy was taking longer to unfold than anticipated, but

there was an understanding from investors that Covid-19

had impacted the Group’s ability to deliver its strategy.

Shareholders have welcomed the new product ranges but

they have also indicated that sales need to grow, whilst

maintaining the full price strategy. Shareholders want to

see progress with our digital strategies, in particular the

refreshment of our Ecommerce sites and upgrading of

outdated internal IT systems. Feedback from customers

and colleagues about the design and functionality of our

Ecommerce sites, and feedback from colleagues, suppliers

and trade customers about the modernisation and

simplification of our internal design processes and systems,

such as our design principles, critical path and range construct

have also been included in the decision-making process.

Linkages to business model, strategy and the

long-term success of the Group

The strategic key deliverables and internal KPIs link to the

Design and Sell elements of the business operating model

and are central to the successful delivery of the overall

strategy and the ability to monitor progress and effectiveness.

The successful delivery of the strategy and Five-Year Plan

will create value for shareholders and put the Group back

on the path to profitability. The continued roll-out of our

sustainability initiatives will help us to achieve our mission to

‘Be the #1 sustainable style destination.’

Outcomes and long-term consequences

for stakeholders

Shareholders will receive returns on investment and earnings.

Colleagues will have increased job and economic security

in the short term and financial, career and development

opportunities in the longer term. The achievement of our

sustainability objectives will have positive outcomes for the

environment and for our supply chain partners. Suppliers will

benefit from our continued operations, with the possibility of

increased orders and more favourable terms. The fulfilment

of our digital ambitions will lead to improved digital offerings

and experiences, such as Ecommerce sites with greater

functionality. Consumers will continue to enjoy well-designed,

high-quality clothing and accessories and exceptional value

for money. Enhanced and updated core systems and

processes will ensure high standards of business conduct

and higher levels of colleague motivation.

Superdry plc Annual Report 2022

Context:

As retail store leases have reached their lease

renewal dates across our portfolio, we have

exited underperforming stores and have adopted

a firm negotiating stance in order to achieve the

most favourable lease terms possible, where

decisions were taken to renew lease agreements

For more details on our financial decisions and performance,

please refer to the CEO Review on page 16 and CFO Review

on page 68.

How the Board considered stakeholder feedback

in reaching its decision

The Board considered the interests of shareholders and the

need for the Group’s turnaround plan to be met and to return

to profitability in the long term. The Board also considered

the interest of colleagues, including the preservation of

jobs at head office and in physical retail locations globally.

Where retail stores were no longer performing, and a

business case could not be made to continue to profitably

operate a store, leases were terminated, and stores were

closed. The Board considered that Retail employees may be

adversely impacted in terms of job losses where stores were

closed and colleagues could not be re-deployed; for example

when the Regent Street store in London closed and the

relocation to Oxford Street took place, colleagues were

redeployed where possible. The Board also considered the

position of suppliers, specifically commercial landlords, who

were adversely impacted by the strong negotiating position

that was adopted and by lower or no increase in rents in the

medium term. However, the Directors have a duty to promote

the long-term success of the Group, whilst taking the views

of shareholders and a wide range of other stakeholders into

consideration, and in this case concluded that the interests

and needs of other stakeholders needed to be prioritised

over those of commercial landlords. In many cases,

Superdry’s negotiating position with commercial landlords

was strong due to the absence of any other serious interest

in the property.

Linkages to business model, strategy and the

long-term success of the Group

This links to the Sell element of our business operating

model. Taking a firm stance in our lease negotiating process

to take advantage of more favourable terms, in particular

lower rents, has helped the Group to continue to operate

during the Covid-19 pandemic and is contributing to lower

overall operating costs and an increase in our gross profit

margin, contributing to the long-term success of the Group.

Outcomes and long-term consequences

for stakeholders

Shareholders will receive returns on investment and earnings.

The ability of the Group to continue to operate will lead

to increased job and economic security for colleagues

in the short term and financial, career and development

opportunities for them in the longer term. Wholesale partners

will benefit from our continued operations, with the possibility

of increased orders and more favourable terms. Consumers

will continue to enjoy well-designed, high-quality clothing and

accessories in physical stores in convenient locations globally.

Principal decisions

Exiting underperforming retail stores and negotiating new and more favourable store lease terms

Strategic Report → Section 172 Statement

Superdry plc Annual Report 2022

TCFD recommendation Where to find our disclosures

Governance – Disclose the organisation’s governance around climate-related risks and opportunities

a) Describe the Board’s oversight of climate-related risks

andopportunities.

TCFD – Governance, page 35

b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

TCFD – Governance, page 35

Strategy – Disclose the actual and potential impacts of climate-related risks and opportunities on the

organisation’s businesses, strategy and financial planning where such information is material

a) Describe the climate-related risks and opportunities the

organisation has identified over the short, medium, and

longterm.

TCFD – Strategy, page 37

How We Manage Our Risks (climate-related risks) page 55

b) Describe the impact of climate-related risks and

opportunities on the organisation’s businesses, strategy,

andfinancial planning.

TCFD – Strategy, page 37

c) Describe the resilience of the organisation’s strategy, taking

into consideration different climate-related scenarios,

including a 2°C or lower scenario.

TCFD – Strategy, page 37

Risk management – Disclose how the organisation identifies, assesses, and manages climate-related risks

a) Describe the organisation’s processes for identifying and

assessing climate-related risks.

How We Manage Our Risks (climate-related risks), pages 54

and 55

b) Describe the organisation’s processes for managing

climate-related risks.

How We Manage Our Risks (climate-related risks), pages 54

and 55

c) Describe how processes for identifying, assessing, and

managing climate-related risks are integrated into the

organisation’s overall risk management.

How We Manage Our Risks (climate-related risks), pages 54

and 55

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

TASK FORCE ON CLIMATE-RELATED

FINANCIAL DISCLOSURES (TCFD)

We recognise the importance of considering climate-related

change in our business decision-making, given the increasing

threat that climate change poses to the environment we operate

in. We acknowledge that adopting the recommendations of

the Task Force on Climate-related Financial Disclosures is

an important step in transitioning to a low carbon economy.

The long-term success of our business will be subject to the

environmental sustainability of our operations and our ability

to manage existing and emerging climate-related risks on

our performance.

As sustainability and responding to climate change is a key

component of the Group’s strategy, our TCFD-aligned

disclosures can be found throughout this report.

The table below shows how the disclosures in this report

align to the TCFD recommendations and where the relevant

information can be found. Responding to climate change is a

core aspect of our strategy, which has been expanded on in

the Strategy and Governance sections below.

We engaged a professional services firm, which is not our

statutory auditor, to review our initial internal gap analysis

and provide observations and recommendations for

enhancing alignment with the TCFD’s Recommendations,

which we have incorporated into our disclosures.

Superdry plc has complied with the requirements of LR

9.8.6R by including climate-related financial disclosures

consistent with the TCFD recommendations and

recommended disclosures.

Superdry plc Annual Report 2022

TCFD recommendation Where to find our disclosures

Metrics and targets – Disclose the metrics and targets used to assess and manage relevant

climate-related risks and opportunities where such information is material

a) Disclose the metrics used by the organisation to assess

climate-related risks.

Lead through sustainability, (see KPIs 1-6 related to

climaterisk), pages 40 and 41

Environmental and climate disclosures, page 43

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas (GHG) emissions, and the related risks.

Streamlined Energy and Carbon Reporting (SECR) (Scope 1

and 2), pages 43 and 44

Scope 3 (indirect emissions), page 45

c) Describe the targets used by the organisation to manage

climate-related risks and opportunities and performance

against targets.

Targets

Lead through sustainability, page 40

Environment and climate disclosures, page 43

Performance

Environmental and climate disclosures, page 43

Streamlined Energy and Carbon Reporting (SECR) (Scope 1

and 2), pages 43 and 44

Scope 3 (indirect emissions), page 45

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Governance

Board oversight

The Superdry plc Board meets at regular intervals

throughout the financial year. The Board consists of

Executive Directors (the CEO and the CFO) and independent

Non-Executive Directors.

The Board is accountable for overseeing the management of

risks and opportunities within the business and delegates

responsibility for the oversight of risk management to the

Audit Committee, which meets at least four times during the

financial year.

Climate and environmental sustainability are included in

our risk register, which is reviewed by the Head of Internal

Audit and Risk, Head of Sustainability (HOS) and the Global

Sourcing and Sustainability Director (GSSD) quarterly and

at the Risk Committee. This risk is also captured in our

principal, risks and uncertainties (PRUs), and disclosed in the

FY21 Annual Report and in this report. Quarterly updates of

our PRUs are provided to the Audit Committee by the Head

of Internal Audit and Risk.

An external Board evaluation was completed in May 2022,

byindependent Board evaluator Bvalco, which included

the consideration of environmental matters and Board

member experience. As environmental, social and

governance (ESG) policy areas evolve, we will regularly

review our governance structure, accountability and

oversight in relation to ESGmatters.

Management’s role in managing

climate-related risks and opportunities

Our CEO is ultimately responsible for managing climate-related

risks and opportunities; he approves the sustainability

strategy, with the GSSD accountable for defining and setting

the targets. The strategy is underpinned by three pillars:

low-impact materials, net zero and communicating with

integrity. Initiatives in place to deliver our low-impact

materials and net zero pillars of our sustainability strategy

will have a clear impact on our decarbonisation pathway and

our climate strategy in support of the Paris Agreement,

playing an active role to limit the global temperature rise to

1.5°C. Net zero emissions means that we will have no net

impact on climate change from our carbon emissions,

through drastic reductions and balancing the remainder

through carbon removals. The impact of the KPIs listed

under low-impact materials and net zero will be tested in

FY23 as we align with Science Based Targets (SBTs),

following our public commitment to certify our net zero

target in line with their near and long-term horizons.

The CEO has responsibility for the approval of budgets,

business plans and major capital expenditure. The overall

budget and Five-Year Plan are approved by the Board each

year. The GSSD regularly provides updates on sustainability

(including environment/climate) opportunities, performance,

and any emerging risks to the Company or brand to the

Executive Committee. Superdry has a centralised global

sustainability team, led by the GSSD, who has direct

responsibility for the delivery of the sustainability strategy

and performance against agreed targets. The GSSD actively

monitors and assesses climate impacts. There is also an

established Sustainability Warriors forum, which acts to

make improvements across our sustainability focus areas

and actively engage with customers and colleagues to create

awareness of Superdry as a sustainable brand.

Superdry plc Annual Report 2022

The remuneration of our Executive Directors is partly

linked to our progress in delivering against a sustainability

KPI. Both the Superdry Executive Committee and

senior leadership team have an element of their annual

performance bonus linked to this sustainability measure,

which is a targeted increase in the mix of sustainable

product as a proportion of full-price sales. The definition of a

sustainable product is defined in our Environment Policy

which can be found at corporate.superdry.com. More details

of this are set out in the Directors’ Remuneration Report on

pages 106 to 126.

Governance of sustainability at Superdry

Both the CEO and the GSSD are members of the Executive Committee. The CEO is an Executive Director on the Board of

Superdry plc. The GSSD reports to the CEO.

SUPERDRY PLC

BOARD OF DIRECTORS

Receives Sourcing and Sustainability reports at each scheduled Board meeting (included in CEO report)

Policies, procedures and training

Chief Executive

Officer

Responsible for

approving the

sustainability

strategy

Executive

Committee

Receives regular

sustainability updates

and briefings

Head of Sustainability

Sourcing and Sustainability

teams

Global Sourcing Offices

The Head of Sustainability works

with internal and external teams

to deliver strategic initiatives

reporting and progress tracking

Sustainability Warriors

Sustainability Warriors are

representatives from each

department and region across

Superdry who meet monthly to

consult on sustainability strategy

progress and initiatives and to

raise new ideas for development

Risk

Committee

Assesses new

or emerging

sustainability and

sourcing risks

Incident

Management

Team

Global Sourcing

and Sustainability

Director

Audit Committee

Receives quarterly

principal risk and

uncertainties (PRUs)

reports, one of which

relates to climate-risk

Stakeholders

• Shareholders

• Environment

• Community/

wider society

• Customers

– retail and

trade

• Colleagues

• Suppliers/

contractors

• Media

• Government/

Regulators

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Superdry plc Annual Report 2022

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Strategy

We recognise that the long-term success

of Superdry will depend on the social and

environmental sustainability of our operations,

the resilience of our supply chain and our ability

to manage the impact of climate change.

Sustainability is a key pillar of our strategy, highlighting the

importance of sustainability to Superdry. That focus on

sustainability is embedded in our financial reporting and

management incentivisation. The remuneration of the

Executive Directors and senior management includes a

specific sustainability KPI. This continued focus on ESG has

resulted in a number of accolades in FY22, most notably

being ranked 1

in the inaugural Financial Times European

GHG emissions table, a pan-European survey. Superdry also

improved its CDP score to A- in 2021, placing the Company

in the top 25% of the sector, and being one of the few

companies in its peer group to show continued improvement

since 2019.

Strategy and scenario analysis

In aligning with the TCFD recommendations, we have

considered the impact from climate-related risks on

Superdry’s business, strategy and financial planning across

our products, our operations and our supply chain. This

includes an assessment of the impact of the most material

risks with respect to the future potential scenarios that may

crystallise in terms of global average temperature rises.

Though we believe Superdry’s strategy would allow us to be

part of the solution to limit global temperatures, we recognise

that the 1.5°C and 4°C scenarios reflect a ‘best’ and ‘extreme’

case, based on the information available today. At this stage,

we have considered both scenarios together (ie, 1.5°C and 4°C

temperature increases) and their potential impact on the

business. We will keep the future scenarios under regular

review and update our climate risk assessments accordingly.

While forecasting with accuracy over this period is extremely

challenging, our analysis concludes that the scenarios would

present financial risks to Superdry, particularly a 4°C scenario.

Qualitative disclosure has therefore been provided in this

report as a first step in transparent disclosure. We will revisit

our ability to provide a quantitative disclosure within next

year’s report, subject to further sector-specific information

becoming available.

We are aware that the impacts of climate change will very

likely have catastrophic effects on people and businesses

and therefore are committed to fighting to limit the rise in

global temperature as far as possible. As a result of this, and

to ensure the Company is building resilience to temperature

rises, we have incorporated the impact of climate change

into our strategy, with sustainability being one of our key

pillars (see the Strategy section on page 19). The actions and

targets we are committed to within this pillar have been

prioritised, alongside the risk mitigations outlined below, as

we believe they are best placed to enhance the Company’s

resilience to climate change on a larger scale. Our detailed

actions are set out in our Sustainability Report, available at

corporate.superdry.com.

The impacts of climate change present risks to our business,

strategy and financial planning, however, we accept that

there are opportunities from the current and inevitable future

impacts of climate change, that we can capture in order to

help limit global temperatures further. For the purposes of

assessing the risks, the time horizons we used were as follows:

Short term (S): 0-1 year

Medium term (M): 1-5 years

Long term (L): 5-10 years

The process for assessing and identifying climate-related

risks is the same for all principal risks and is explained in

How We Manage Our Risks on page 53. In our view, based

on likelihood and impact, the material risks and opportunities

would most likely manifest in the medium or long term as:

• Supply chain pressures, particularly raw material

costs, for example, may impact our cost base and

profitability margins;

• Consumer demand volatility, both in terms of

discretionary spend but also shopping habits, for

example, may impact revenue;

• Decreased productivity from environmental disruption

and extreme weather events, for example, may impact our

revenue and costs if this causes an increase in pressure

on consumer demand and supply chain operations;

• Regulatory changes and frictional trading costs, including

potential carbon taxes, for example, may impact the profit

after tax; and

• Growing expectations for responsible conduct from

stakeholders, including investors, lenders and consumers.

We acknowledge that these risks may vary across the

geographies we operate in.

We have considered the potential for the financial

statements to be impacted by climate change and

highlighted how the risks and opportunities would likely

manifest in the statement of comprehensive income in the

above paragraph. On the balance sheet, the long-term

assets which might be at risk from climate change are largely

property, plant and equipment, the majority of which relate

to leases for retail stores and computer equipment. While

these assets could be impacted by climate change, their

average useful life is less than six years, which is medium

term, and consequently we have more visibility on the

likelihood of these risks materialising and, therefore, the

corresponding impairment risk is reduced.

Though Superdry in isolation cannot solve these issues,

weare implementing a number of initiatives and operational

changes in our strategy that will help mitigate these impacts.

Further details of our other initiatives can be found in the

Sustainability Report available at corporate.superdry.com.

Superdry plc Annual Report 2022

Risk category

As per How

We Manage Our

Risks, pages 65 to 67 Risk/opportunity Materiality Mitigation

Chronic

physical risk (L)

Supply chain cost

pressures arising from

raw material shortages.

Scenario 1:

Cotton crops fail

and availability of

virgin cotton

materials declines,

with associated

cost increase.

High – Cotton was

included in 76% of

Superdry garments

in FY22 and is a crop

reliant on natural

weather patterns.

Invest in cotton supply chains to build resilience.

• By FY25 65% of our cotton usage will be from

organic, in conversion or recycled sources;

a. 20,000 farmers converting from conventional

to organic cotton to supply Superdry

products; and

b. 10% of our cotton usage will be recycled cotton

– including self-generated pre-consumer

recycled cotton from off cuts and wastage.

Market and

technology (S, M)

Consumer demand

volatility, from lower

discretionary spend

and changing

shopping habits.

• Mission: #1 sustainable fashion destination-

opportunity to enhance reputation and brand value;

• Quality metrics: we produce long-lasting, high-

quality product (not fast fashion);

• Vintage and reuse trends; and

• Inventory efficiency and full price trading, leading

to higher sell-through (and therefore fewer

garments produced to deliver same revenues).

Acute physical

risk (S, M, L)

Decreased productivity

from environmental

disruption and extreme

weather events.

Scenario 2:

Availability of most

efficient freight routes

decreases, with

associated cost

increase.

High – 78% of

Superdry production

is shipped from

India/Far East.

• Net zero and renewable energy targets aim to

reduce reliance on fossil fuels;

• R&D investment – lower impact and more resilient

new materials;

• Increasing our Retail test orders focusing on near

shore capabilities;

• Production closer to home and adopting modes of

transport that are lower carbon and more resilient;

• Reducing the risk of over buying bulk stock on new

untested product lines;

• Short order has currently booked 553 options

and 498,000 pcs of which 469 options and

308,000 pcs are from Turkey; and

• 98% of stock volume is transported from factory to

warehouse via sea, road and rail. Airfreight is

capped at 2% in FY22 and will be capped at 1%

from FY23 onwards.

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

Superdry plc Annual Report 2022

Strategic Report → Task Force on Climate-related Financial Disclosures (TCFD)

As per How

We Manage Our

Risks, page 65 to 67 Risk/opportunity Materiality Mitigation

Current and

emerging

regulation (S)

Evolving requirements

at international,

national, and state

level meaning

increased costs for

high carbon activities,

threats to market

access and increased

focus on liabilities.

• Local offices in all key source markets, continue to

monitor changes to environmental legislation and

monitor its implementation through our supply base;

• Dedicated central sustainability team tracking

changes to reporting legislation in key markets; and

• Quarterly reporting to the Audit Committee

covering all core changes to environmental

compliance requirements.

Reputation (S) Growing expectations

for responsible conduct

from stakeholders,

including investors,

lenders, and consumers.

Scenario 3:

Investors, lenders and

consumers benefit

from Superdry

achieving our mission

statement, and targets.

High – Superdry’s

strategic ambitions

have sustainability at

their core and

ensuring stakeholder

expectations are met

on responsible

conduct through

transparent

reporting.

• Mission statement #1 sustainable destination –

opportunity to enhance reputation and brand value;

• Leading through sustainability core strategic pillar

with market-leading KPIs, annual reporting

progress through Sustainability Report;

• Communicating with integrity is one of three

principles underpinning the sustainability pillar;

• Drive to communicate our journey via all

touchpoints – mapped, with delivery of the Better

Choices Better Future campaign to consumers

across all channels from June 2022; and

• Dedicated sustainability function and over 50

Sustainability Warriors in place to continuously

deliver impactful change.

Having assessed the above scenarios and in line with How We Manage Our Risks on page 53, we do not believe there is any

immediate material financial risk or threat to our business model, as the above are more likely to present themselves in the

medium or long term. The quantitative analysis produced from modelling different climate change scenarios will be directly

used in financial planning in response to climate change in future years. We acknowledge that some of the PRUs identify some

climate-related exposure that may materialise in the short term, eg, transitional risks, however the likelihood and impact are not

considered to be material given the relevant mitigations the Group has in place, as detailed in How We Manage Our Risks on

page 53.

Superdry plc Annual Report 2022

Strategic Report → Sustainability Report

LEAD THROUGH SUSTAINABILITY

Our mission statement is to become

the #1 sustainable style destination.

We have an obligation to make better choices and our

strategic framework is in place to guide us to this goal.

‘Lead through sustainability’ means doing what’s right for our

consumers, our products, our colleagues, our partners and,

most importantly, our planet. It’s our way of addressing the

impacts most associated with the fashion industry – sharing

the growing sense of urgency to address our social and

environmental impacts.

Our sustainability strategy continues to be built on three key

pillars linked to seven clear KPIs.

By using low-impact materials, moving to net zero and

communicating our journey with integrity, our initiatives aim

to reduce our contribution to the climate crisis, lower

the water and chemical impacts of our products as well

as providing greater accountability and transparency on

our progress.

Read our FY22 Sustainability Report on our website for more

detail on our ambitious initiatives helping to deliver our KPIs.

‘USE LOW-IMPACT MATERIALS’

This is our commitment to ensure our choice in materials

demonstrates balanced improvement in carbon, water and

chemical impacts.

We are doing this by moving all cotton to organic, or recycled,

while also moving other materials into their recycled or

low-impact alternatives.

To help achieve our plan we are investing in converting

farmers to organic at the base of the chain, and in turn

investing in sufficient organic land to meet our requirements.

1. 65% of all garments converted to organic, low-impact or

recyclable alternatives by 2025.

2. 20,000 cotton farmers converting to certified organic

cotton practices by 2025.

3. Full water footprint mapped by 2023 and reduced by 20%

by 2025.

# KPI FY21 FY22 Target FY22 Target FY25

% Total product volume bought converted to organic, low-impact or

recycled alternatives 33% 47% 39% 65%

# Cotton farmers converting to organic practices 1,824 7,508 6,500 20,000

% Total product volume with mapped water footprint (garment volume,

water footprint by style, FY19 – FY22) * – – 71% 100%

* To avoid misinterpretation of the number we will not publish our average water footprint per garment until we have mapped our full water footprint.

We are confident that with the current initiatives in place, we will achieve a minimum 20% saving by 2025, striving to achieve our 2030 goal of 40%.

‘Reading that I was part of the Superdry

Sustainability Warriors was thrilling. I’m excited

about learning more, expanding my knowledge on

a personal level but also on a professional level to

support my team at the store, and to make small

steps to be part of a clean transition. Since I joined

Superdry, the change from plastic bags to recycled

paper bags has already had a huge impact. I’m

always looking forward to what we will do next!’

Silvia Graells Garcia

Sales Assistant (Superdry Frankfurt Myzeil)

Sustainability Warrior for West Germany Retail

Superdry plc Annual Report 2022

‘COMMUNICATE OUR JOURNEY

WITHINTEGRITY’

This represents the next phase in our strategy.

Significant foundational work was completed in FY22 to kick

off our first consumer facing campaign ‘Better Choices

Better Future’ in June 2022.

We continue to work with respected external delivery

partners to support credibility in benchmarking our progress,

while also making positive shifts in our supply base, with

transparent and accountable reporting through our

Sustainability Report.

Our KPI for this initiative focuses on how we are making

positive shifts in our supply base, above and beyond baseline

compliance in line with our Code of Practice. Respect and

Dignity represents social sustainability, embedding strong

systems for gender equality as well as grievance handling

and remedy in factories.

7. All workers in Superdry’s supply chain actively engaged in

our Respect and Dignity programme.

# KPI

Baseline

FY17 FY21 FY22

Target

FY22

Target

FY25

% Packaging moved to recyclable, reusable or compostable

alternatives – 93% 98% 95% 100%

% Renewable energy used in stores, offices and distribution partner

sites 55% 84% 91% 90% 100%

Scope 1, 2 and partial Scope 3 emissions (TCO

e/£m – % change

against baseline year) – –41% –59% –45% –60%

Scope 1, 2 and partial Scope 3 emissions (TCO

e) 76,776 33,308 25,025 – –

Scope 1, 2 and partial Scope 3 normalised emissions (TCO

e/£m) 102.1 59.8 41.7 – –

* KPI 6 is currently set against an FY17 baseline – this table therefore includes FY17 as our baseline year for this initiative only. Refer to table 2 which

provides full breakdown of our market-based Scope 1 and 2 emissions (234 tCO

e) and Scope 3 emissions – categories 3, 4, 6, 8 and 14 (24,791 tCO

for FY22. This is normalised by turnover which for FY22 is £600.7m. In FY22 we completed our first full Scope 3 inventory for FY22. We will review this

target and baseline year for KPI 6 in FY23 following submission of our Science Based Target (SBT).

# KPI FY21 FY22

Target

FY22

Target

FY25

# Workers in our third-party supply chain actively engaged in our Respect

and Dignity training programme 13% 22% 18% 50%

Strategic Report → Sustainability Report

‘MOVE TO NET ZERO’

We remain committed to supporting the Paris Agreement,

playing an active role to limit the global temperature rise

to1.5°C.

We mapped our full indirect (Scope 3) emissions footprint

in FY22 in order to align with Science Based Targets (SBTs)

in FY23. We aim to have no net impact on the climate from

our greenhouse gas emissions by 2040 through drastic

reductions and balancing the remainder with removals in line

with SBT initiative (SBTi) guidance.

4. All packaging to be recyclable, reusable or compostable

by 2025.

5. All owned stores and offices, and third-party distribution

partner sites converted to renewable energy.

6. Net zero carbon emissions in our own and third-party

logistics operations by 2030. The reported improvement

covers our own and third-party logistics operations in

FY22 (Scopes 1, 2 and categories 3, 4, 6, 8 and 14 in our

Scope 3 report – listed in full on page 45). This KPI will be

updated to reflect indirect, supply chain emissions

included in our Science Based Target (SBT) in FY23.

Superdry plc Annual Report 2022

Strategic Report → Sustainability Report

SUSTAINABILITY DISCLOSURE

This section covers FY22 from 1 May 2021 to

30 April 2022

It contains the necessary information including an overview

of the Group’s position and performance, and the impact of

our sustainability strategy in managing our environmental

and human rights risks and opportunities. The date range

defined is maintained consistently year on year, and for

FY22 this covers a 53-week period.

Overview

As a fashion brand, our activities have an impact on the

planet and people connected to our value chain.

Our strategic pillar to ‘Lead through sustainability’ guides our

approach to addressing these impacts, capitalising on the

opportunities while managing and reducing the risks.

Growing expectations for responsible conduct from

stakeholders present substantial opportunity to Lead

through sustainability, and as such we continue to accelerate

investment in our sustainability initiatives. Through our

Sustainability Report, and newly launched Sustainability

Information Hub on our Ecommerce platform, we are actively

working to ensure our claims made about sustainability are

transparent and credible.

Recognising that the fashion industry has substantial

capacity to drive change, we work with numerous partners

in collaboration, and to measure our progress in line with

credible frameworks. We support the progress towards the

UN Sustainable Development Goals (SDGs) to 2030 and

provide detail on our KPI alignment with the SDGs on

page22 of our Sustainability Report.

Our value chain

Superdry designs, produces, transports, markets and sells

garments, footwear and accessories, which are then in turn

used (and loved) by our customers; eventually they are

reused, recycled or disposed of.

We know from completing our full carbon baseline and

71% of our water footprint this year that a substantial

proportion of our impact is in our upstream supply chain.

Wemanufacture our products in 95 tier 1 third-party owned

production sites and 161 tier 2&3 specialist process, fabric

and trims sites located in India, Sri Lanka, Turkey, Bulgaria,

China, Cambodia and Vietnam. Production is overseen by

three sourcing offices covering each territory to ensure we

can quickly respond to opportunities and risks.

For further information on our store and distribution network

please refer to page 12.

Delivering our initiatives

Our CEO provides approval for our sustainability strategy,

with the Global Sourcing and Sustainability Director (GSSD)

accountable for defining and setting the targets.

Its implementation is the responsibility of the Head of

Sustainability (HOS) who leads our dedicated sustainability

function consisting of nine people located across head office

and local sourcing offices. This function monitors and

reports on compliance with our environmental and ethical

policies, and delivers our strategic sustainability initiatives.

Our 50 Sustainability Warriors continue to be our internal

activists, providing a collective voice to drive change across

the brand.

Day-to-day accountability for KPI delivery is embedded across

business functions – driven through three cross functional

steering committees – one for each initiative. The groups are

chaired by the GSSD and meet every six weeks. KPI performance

is reported to our Executive Committee quarterly, and to our

Board of Directors annually.

Forming our contractual terms of business, all suppliers are

required to sign up to our Supplier Manual comprising our

strategic sustainability targets, as well as policies stating the

Group’s minimum requirements (including our Code of

Practice, Environmental Policy, Anti-Bribery and Corruption

(ABC) Policy and Modern Slavery Policy).

All suppliers are required to comply with relevant local

legislation as well as our own business principles. Suppliers

are assessed and provided with feedback on sustainability

and ethical performance using a cross functional scorecard

on a bi-annual basis.

We invest significant resource in core programmes of work

to help drive our strategy forward. Our budget (which covers

operational spend on sustainability initiatives, charitable

donations, payroll and CAPEX spend, and excludes spend on

product) in FY22 was 0.25% of our total revenue, this

represents an increase on FY21 (0.16% of turnover) and on

FY20 (0.23% of turnover).

Forward spend on sustainability initiatives is expected to

remain stable in FY23 and FY24, with a proportionate

reduction from FY25 as farmers complete their conversion to

organic cotton, and we complete roll out of LED bulbs to all

owned retail stores.

We have a robust governance framework (page 36) in place

to ensure effective oversight, ownership and accountability

for managing delivery of our sustainability framework as well

as medium and long-term social and environmental risk to

the business, including our climate strategy.

Superdry plc Annual Report 2022

Environment and climate disclosures

We seize opportunities and manage risks through our

sustainability strategy.

Presenting a significant opportunity to our business, our

disclosure roadmap includes improving transparency to

customers and investors on the environmental impacts

associated with our products and operations. Our

Communicating with Integrity roadmap is published in our

Sustainability Report. We are seeing a good consumer

response to our disclosure roadmap in the performance of

sustainably sourced stock levels versus sales. This year

sustainably sourced stock drove 44% of trading against an

average stock level of 41%, compared to FY21 where 32% of

the stock drove 27% of the sales overall.

The environmental risks resulting from our business

activities, on our value chain, communities and the planet,

are updated annually and published at corporate.superdry.

com/sustainability. Material environmental risks to our

business are included in How We Manage Our Risks on

page53.

Aligning with the Task Force on Climate-related Financial

Disclosures (TCFD) recommendations, the below table

provides further disclosure on the relevant environmental

metrics and targets associated with our sustainability

strategy – this includes KPIs 1-6 supporting our net zero

and low-impact materials goals.

KPI# MATERIALITY MEASUREMENT VERIFICATION

>85% of Superdry’s raw material

footprint is cotton and synthetic

fibres – with documented

highwater, carbon and

chemicalfootprints.

72% of Superdry garment volume

bought contains cotton.

Organic cotton saves 87% in

water compared to conventional

cotton (Higg Index).

Organic cotton accounts for less

than 1% of cotton grown globally

(Textile Exchange).

Organic, low-impact and recycled

defined using Textile Exchange’s

Preferred Fibre benchmark.

Furtherinformation available in

our Environmental Policy.

All garments certified by manufacturing sites in line

with Organic Content Standard (OCS), Global

Organic Textile Standard (GOTS), Global Recycling

Standard (GRS), Recycled Content Standard (RCS)

and Responsible Down Standard (RDS).

Farmers in conversion or already

converted to organic cotton,

actively engaged through third-

party in-person training on organic

agronomic practices.

100% of farmers disclosed are registered with the

Organic Cotton Accelerator’s (OCA) farmer

programme who validate GMO status, training

impacts and organic premium payment.

All farmer groups’ ‘Internal Control Systems’ (ICS)

are registered with APEDA Tracenet database and

hold OCS or GOTS certification.

Higg Materials Sustainability Index

(MSI); Higg Product Module (PM).

N/A

Packaging used in our industry is

often single use and often

disposed of into waste streams

without proper controls in place.

Metric tonnes of packaging

components by composition.

Recyclable plastics defined by

Ellen MacArthur Foundation’s

Global Commitment.

Packaging used is reported to Ecosurety and Valpak

who report our obligations under the Producer

Responsibility Obligations (Packaging Waste)

Regulations 2007 and equivalent European regulations.

The fashion industry contributes

4% to global greenhouse gas

emissions (McKinsey 2020).

See SECR and Scope 3 sections.

* Linked to remuneration; see page 36 for information.

Streamlined Energy and Carbon

Reporting(SECR)

We have reported on all energy and carbon emission sources

required under both the Companies Act 2006 (Strategic

Report and Directors’ Report) Regulations 2013 and the

Companies (Directors’ Report) and Limited Liability

Partnerships (Energy and Carbon Report) Regulations 2018

(the 2018 Regulations) which implement the government’s

policy on Streamlined Energy and Carbon Reporting (SECR).

Our energy consumption

Our global energy efficiency has improved by 21.9% to

176.7kWh/M

against our baseline year of FY17.

This is driven by the installation of LED bulbs in 61% of our

retail estate and offices (including retrofitting LEDs in a

further 16 stores in FY22), as well as using energy

optimisation technology, such as Building Management

Systems (BMS).

We are on track to meet our target of a 25% reduction in

consumption by 2025, ahead of schedule.

Strategic Report → Sustainability Report

Superdry plc Annual Report 2022

ENERGY CONSUMPTION*** METRIC

% CHANGE vs.

BASELINE FY22 FY21 FY20

BASELINE

FY17

Absolute Global Energy Use MWH –18.6% 21,832 19,337 24,946 26,837

Global Energy Efficiency KWH/M

–21.9% 176.7 150.5 183.0 226.4

Global Energy Efficiency MWH/£1m sales +1.8% 36.34 34.74 35.42 35.69

DIRECT GREENHOUSE GAS EMISSIONS – ABSOLUTE

Tonnes CO

e –36.7% 234 182 162 369

2 Location Based* Tonnes CO

e –50.1% 4,788 4,738 7,264 9,598

Market Based** Tonnes CO

e –100% 0 150 200 3,112

1+2 Location Based* Tonnes CO

e –49.6% 5,022 4,920 7,426 9,968

Market Based** Tonnes CO

e –93.3% 234 332 362 3,481

DIRECT GREENHOUSE GAS EMISSIONS – NORMALISED BY REVENUE

1+2 Location Based* Tonnes CO

e/£1m sales –36.9% 8.36 8.85 10.54 13.26

Market Based** Tonnes CO

e/£1m sales –91.6% 0.39 0.60 0.51 4.63

Table 1: Superdry greenhouse gas emissions, Scopes 1 and 2 (both location and market based) – absolute and normalised by sales revenue; Superdry

global energy use. Scope 1: Direct use of fuels within our owned company facilities; Scope 2: Purchased electricity, steam, heating, and cooling for own

use within our owned company facilities.

We report our Scope 1 and 2 emissions figures using a ‘financial control’ approach, which means we include emissions from all parts of the business where

we have direct financial and operating policies, including our owned and operated retail stores and office space. We calculate our direct emission figures

using actual consumption data from smart meters and accurate meter reads/invoicing. However, access to this type of data is not always possible.

InFY22, 12% of our direct emissions were calculated from estimated source data.

* Location based means we use a ‘grid average’ greenhouse gas (GHG) emission factor based on the average mix of all generating technologies in the

countries we operate. This provides insight into carbon intense grid electricity emissions and helps identify where our largest climate impacts are,

toset appropriate and positive ambitions, such as the use of renewable energy. The proportion of location based carbon emissions reported that

relates to the United Kingdom and offshore area for FY22 is 48.9% (2,458 tonnes CO

e). In FY21, this was 42.3% (2,082 tonnes CO

e).

** Market based considers the type of energy bought; this reporting considers our use of renewable electricity at an emission factor of 0gCO

e/kWh.

The proportion of energy consumption reported that relates to the United Kingdom and offshore area is 65.5% (153 tonnes CO

e). In FY21, this was

27.8% (92 tonnes CO

e).

*** Energy consumption refers to energy used within Superdry direct global operations across our stores and offices.

The proportion of energy consumption reported that relates to the United Kingdom and offshore area for FY22 is 50.3% (10,853,093 kWh purchased

electricity, heating and cooling, and 138,829 kWh gas). In FY21, this was 45.8% (8,785,490 kWh purchased electricity, heating and cooling, and

72,535kWh gas). Our energy consumption inventory comprises 93% purchased electricity, 3% heating and cooling and 4% direct combustion of

natural gas.

This reduction in our energy consumption has had a

significant impact on reducing our location-based Scope 1

and 2 emissions (which ignores any direct purchases of

renewable sourced electricity), with a 49.6% absolute

reduction, and a 36.9% normalised (per £1m revenue)

reduction on FY17.

Year-on-year our absolute energy usage has increased due

to the impacts that Covid-19 had on our retail operations

during FY21, which is the primary cause for our increase in

absolute location-based Scope 1 and 2 emissions year on

year sinceFY21.

Our direct greenhouse gas emissions

Year-on-year we have seen a decrease in our market-based

Scope 1 and 2 emissions. This decrease has been seen both

on an absolute basis as well as when normalised by revenue

(per £1m).

Our absolute market-based Scope 1 and 2 emissions have

reduced to 234 tonnes CO

e, a 93.3% reduction since FY17

(our baseline year defined when setting this strategy in

2020), and a 29.5% reduction against FY21.

Our normalised market-based Scope 1 and 2 emissions have

reduced to 0.39 tCO

e/£m, a 91.6% reduction since FY17,

and a 34.7% reduction against FY21. These reductions have

been driven by:

• Our policy to source 100% renewable electricity across

our global owned retail and office estate since 2018, and

therefore reporting these as having an emission factor of

0gCO

e/kWh under Scope 2;

• Purchasing additional certified renewable Energy

Attribute Certificates (EAC) to cover wider Scope 2

purchased energy (heating and cooling); and

• Converting to a 100% Renewable Gas Guarantee of Origin

(RGGO) certified gas contract across our UK stores and

head office and purchased additional RGGOs to cover our

European store gas usage. This reduced our Scope 1

emissions by 100.1 tonnes CO

Strategic Report → Sustainability Report

Superdry plc Annual Report 2022

Scope 3 (indirect) emissions

Initiatives in place to deliver our low-impact materials and

net zero pillars of our sustainability strategy will have a clear

impact on our decarbonisation pathway to net zero, forming

our ‘climate strategy’ and supporting the Paris Agreement,

playing an active role to limit the global temperature rise to

1.5°C. This means we aim to have no net impact on the

climate from our greenhouse gas emissions, through drastic

reductions and balancing the remainder with removals.

Recognising our largest impact is in our upstream value

chain, this year we also started on our journey to set verified

Science Based Targets (SBTs) in FY23 and completed our

first full Scope 3 (indirect) emissions footprint for FY22.

Going above and beyond basic disclosure, in this section we

provide detail on our progress against our previous targets

set on limited Scope 3 categories as well as emissions

calculated for our full footprint.

• We have achieved a 59.2% reduction against our current

target, -60% in Scopes 1, 2 and partial Scope 3 (A) by

2025 on FY17 baseline of 102.1 tCO

e per £1m revenue

(see KPI table on page 44);

• Most near (2030) and long (2040) term reductions in our

climate strategy will be focused on Scope 3 (A and B)

which accounts for 99.9% of our total FY22 GHG

footprint, notably our focus on category 1, purchased

goods and services, as it is the source of 63.7% of our

entire emissions; and

• To align with SBTs we estimate needing to achieve an

average annual reduction of 4.2% in absolute emissions

per year to 2030, which we are confident we can achieve.

We improved our CDP score from a C in December 2019 to

an A- in December 2021 and are committed to continuing to

lead in disclosing our carbon impact as well as the results

from the ambitious decarbonisation projects throughout our

business and supply chain.

Further detailed commentary on the key focus categories,

aswell as relevant decarbonisation projects for these

categories, is available in our Sustainability Report.

Group carbon emissions in our own and third-party logistics operations – reported KPI for FY22

SCOPE GREENHOUSE GAS EMISSIONS (tCO

e) FY22 % OF TOTAL EMISSIONS

1 Combustion of fuel and operation of facilities 234 0.1%

2 Electricity, heat, steam, and cooling purchased for own use 0 0.0%

3 A Category 3: Fuel and Energy Related Activities 1,900 0.6%

Category 4: Upstream Transportation and Distribution 16,458 4.9%

Category 6: Business Travel 1,601 0.5%

Category 8: Upstream Leased Assets 315 0.1%

Category 14: Franchises 4,517 1.3%

TOTAL PARTIAL SCOPE 3 (A) 24,791 7.4%

1, 2, 3 (A) TOTAL 25,025 7.4%

NORMALISED EMISSIONS (TCO

e/£m) * 41.7 –

Group carbon emissions covering all additional categories mapped as part of our full Scope 3

inventory – to be included in our Science Based Target from FY23 onwards

SCOPE GREENHOUSE GAS EMISSIONS (tCO

e) FY22 % OF TOTAL EMISSIONS

3 B Category 1: Purchased Goods & Services 214,205 63.7%

Category 2: Capital Goods 6,745 2.0%

Category 5: Waste Generated in Operations 94 0.0%

Category 7: Employee Commuting and Working from Home 2,238 0.7%

Category 9: Downstream Transportation and Distribution 4,044 1.2%

Category 10: Processing of Sold Products N/A N/A

Category 11: Use of Sold Products 80,755 24.0%

Category 12: End of Life Treatment of Sold Products 2,992 0.9%

Category 13: Downstream Leased Assets N/A N/A

Category 15: Investments N/A N/A

TOTAL SCOPE 3 (B) 311,072 92.6%

3 (A+B) TOTAL SCOPE 3 (A+B) 335,864 99.9%

1, 2, 3 (A+B) TOTAL 336,098 100%

Table 2: FY22 Scopes 1, 2 and 3 emissions. Scope 1: Direct use of fuels within our owned company facilities; Scope 2: Purchased electricity, steam,

heating and cooling for own use within our owned company facilities, market based. Scope 3: Indirect emissions associated with upstream and

downstream activities in our value chain.

Scope 3 emissions have been calculated in two phases. ‘3A’ accounts for our target in FY25 with a baseline year of FY17, -60% in normalised emissions across

Scope 1, 2 and partial 3 (covering five categories). In FY22, we included all other relevant categories when calculating our full Scope 3 footprint, ‘3B’. In FY23,

we will start to calculate our decarbonisation pathway on our full GHG footprint aligning with guidance from the Science Based Targets initiative (SBTi).

* reported KPI.

Strategic Report → Sustainability Report

Superdry plc Annual Report 2022

Methodology statement

All emissions disclosed in tables within this section (1 and 2)

have been prepared in accordance with the WRI/WBCSD

GHG Protocol Corporate Accounting and Reporting

Standard (revised edition), WRI/WBCSD GHG Protocol

Scope 2 Guidance 2015 and WRI/WBCSD Corporate Value

Chain (Scope 3). This methodology aligns to the criteria of

the Science Based Targets initiative (SBTi) so that this data

can be used to calculate a Science Based Target and ensure

consistency in the scale of reduction needed in our fight

against climate change.

We used emission factors published by the Department

for Business, Energy and Industrial Strategy (BEIS)

and the Department for Environment, Food and Rural

Affairs (DEFRA) as well as databases from AIB and

Climate Transparency.

This year, we completed an annual verification of our FY22

Scope 1, 2 and 3 emissions declared within tables 1 and 2.

This verification was undertaken by Bureau Veritas to the

ISO 14064-3:2019 standard. Their full statement of

verification can be seen at corporate.superdry.com.

Data is reported for FY22, which runs from 1 May 2021 to

30 April 2022.

Human rights disclosures

Our approach to human rights is guided by the UN Guiding

Principles on Business and Human Rights (UNGPs), in

adopting the principles of leveraging change and utilising

effective due diligence and remedial actions to detect and

manage risk.

We respect and uphold human rights wherever we operate

and are aware that risks can arise within our own business

and supply chains.

We are aware that outsourcing our supply chain and

distribution network to third-party partners presents human

rights risks and have established mechanisms to closely

monitor and manage these risks – from the selection of

factories for production, ongoing monitoring of their

compliance to our policies and, if required, responsible

exit should any major non-conformities be identified and

notremedied.

Our Code of Practice represents our foundational

requirements, and wider human rights policies work

alongside local laws to ensure a minimum standard of

protection is afforded to our colleagues, and for our supply

chain partners to uphold in relation to their employees.

Material human rights risks to our business are included in

‘How We Manage Our Risks’ on page 65. We review our core

human rights risks from our business annually and publish

our assessment at corporate.superdry.com, alongside wider

policies designed to provide additional protection to the

people operating in our business and supply chain.

Supporting our human rights commitment is our Modern

Slavery Statement. This is published in line with the UK

Modern Slavery Act and the California Transparency in

Supply Chains Act (2010) and is available on our corporate

website at corporate.superdry.com.

Human rights due diligence

We are seeing significant positive shifts in our supply base,

driving accountable reporting, and we are committed to

sharing further detail on how we work with our factories to

ensure fair and safe conditions with all workers treated with

respect and dignity.

We have a dedicated ethical trading function, including

labour standards experts in each key sourcing territory,

and strict standards in place to ensure manufacturers

are operating factories that meet our baseline Code of

Practice requirements.

In FY22, 91% of our tier 1 factories were ranked in line with or

above highest ratings of social and environmental

compliance – a 11% increase since last year. The 9% who fall

below our social and ethical requirements are actively

engaged in improvement over a defined period through our

Intensive Care Programme (ICP) or exited in line with our

Responsible Exit Process.

The programme involves targets and milestones agreed

between the supplier, Superdry leadership teams and local

experts. Additional training is then delivered by third-party

specialists, with regular visits to monitor improvement.

Moreinformation about the ICP can be found in our FY22

Sustainability Report.

We have built a wider framework to support factories

move above and beyond our compliance requirements,

our‘Respect and Dignity’ programme, embedding strong

systems for gender equality as well as grievance handling

and remedy in factories. Detailed case studies are provided

in our Sustainability Report on our website on page 19.

As part of our roadmap for communicating with integrity, in

2022 we released our Average Wage Benchmark – covering

all average wage levels paid by Superdry suppliers. We have

also made the commitment to publish our factory base

information in FY23.

In FY22, Bureau Veritas (BV) undertook an independent

review of Superdry’s due diligence processes and reporting

within our product supply chain. Recommendations were

presented to our Audit Committee, confirming our approach

in driving due diligence as market leading and supporting our

roadmap to greater disclosure on our human rights impact.

How we grade fair and safe conditions

in our supply chain:

• Blue Grade 6%: Leading social and environmental

compliance, sustainability initiatives in place.

• Green Grade 11%: Leading social and

environmental compliance.

• Yellow Grade 74%: Performs in line with social and

environmental compliance requirements.

• Orange Grade 9%: Falls below our social and ethical

requirements, actively engaged in improvement over

defined period (ICP) or exited.

• Red Grade 0%: Critical failure, urgent resolution or exit.

Strategic Report → Sustainability Report

Superdry plc Annual Report 2022

Austria – 40

Belgium – 108

Denmark – 47

France – 142

Germany – 433

United Kingdom – 2,436

Hong Kong – 23

Turkey – 14

Sweden – 18

Norway – 1

India – 13

Italy – 73

Spain – 39

Netherlands – 90

Ireland – 96

United States – 465

Strategic Report → Our People

OUR PEOPLE

Superdry continues to be a truly diverse global community. We employ 4,038 colleagues

across 16 countries (as of 30 April 2022). Whilst most of our workforce are young

(68% are under 30 years of age), we are a multi-generational team.

Our generations

Generation

Global head office Global retail

# Colleagues

Grand Total

# Colleagues % # Colleagues % %

Boomers – 1946-1964 25 3% 6 0.2% 31 1%

Gen X – 1965-1980 205 22% 102 3% 307 8%

Gen Y – (Millennials) 1981-1995 539 59% 936 30% 1475 37%

Gen Z – 1996-2010 148 16% 2,077 67% 2225 55%

Grand total 917 100% 3,121 100% 4,038 100%

Our countries

GRAND TOTAL

4,038 Number of colleagues

Gender

Gender identity

Global head office Global retail Grand total

# Colleagues % # Colleagues % # Colleagues %

Female 536 58% 1,851 59% 2,387 59%

Male 381 42% 1,264 41% 1,645 41%

Non-binary 0 0% 1 0.02% 1 0.02%

Not-disclosed 0 0% 5 0.12% 5 0.12%

Total 917 100% 3,121 100% 4,038 100%

* Global head office includes all Wholesale and Ecommerce employees

Superdry plc Annual Report 2022

Strategic Report → Our People

Culture and values

We believe our Superdry culture is unique, and

we aim to create a progressive people culture

where all employees feel valued, engaged, and

can thrive. Our People team works towards

the common goal of creating an amazing

people experience.

We know that a team that embodies our values of passion,

being real and doing it together, underpinned by a true spirit

of adventure, will help to drive our business forward as we

attract new, highly talented colleagues and keep our existing

colleagues engaged as we grow.

Talent and employee value proposition

To achieve our strategic goals, we need to recruit and retain

talented people which has been a key challenge for us, as

it has for many businesses. Our head office location in

Cheltenham has several benefits but there is a limited talent

pool, requiring us to work harder to attract candidates from

further afield. The attraction to a retail career has also been

diminished as a result of Covid-19, with many retail

colleagues choosing to pursue alternative careers after

experiencing long periods of furlough. As we continue to

focus on our recovery from the impacts of the pandemic,

we have focused on laying the foundations of our updated

Talent Strategy, ready to build on this further in FY23.

Actions have included:

• Continuing to embed our OpenBlend talent system

through manager and employee training, and updating

our digital materials to support valuable one-to-one

conversations between line managers and their

teammembers;

• Launching our online learning system, Shinpo Space, for

global head office employees, providing access to

curated learning opportunities on more than 200 topics

from compliance to leadership, and even digital skills;

• Using innovative recruitment approaches to ensure a

diverse team, eg using digital job-based assessment

technology to identify top talent;

• Running our first Emerging Talent Programme, identifying

16 management-level colleagues with the potential to

grow into future business leaders and offering them a

hybrid development experience;

• Piloting a mentoring scheme with the Senior Women’s

Forum, designed to support top female talent into

leadership. This initial pilot is now being developed into a

global mentoring scheme; and

• Commencing a review of the leadership development

courses aligned to our leadership behaviours (Future

Minded, Highly Engaging, Delivery Oriented), with a view

to offering digital and face-to-face learning experiences

for our leaders across FY23.

Communication and feedback

Superdry Voice

Following the successful launch of our UK head office and

retail Superdry Voice groups (SD Voice), we launched two

further groups for our EU and US employees during FY21.

We now have 35 SD Voice members globally, representing

their colleagues across head office and retail. The groups are

supported by Cathryn Petchey, Global People Director, and

Helen Weir, our designated independent NED for colleague

engagement. Helen regularly joins SD Voice meetings to

hear feedback on key employee focuses such as the Annual

Pay Review (APR), Pulse Survey results, and other matters

that the SD Voice wishes to raise. Helen’s involvement with

the SD Voice ensures the Board has direct insight into

employee views and key themes of discussion, therefore

helping the Board make informed decisions regarding any

employee-impacting propositions. The SD Voice has

provided support and consultation to our approach to the

Annual Pay Review, recognition and benefits, charity, events

and operational practices, which were subsequently

reported to the Board.

Pulse Surveys

FY22 was our second year of running our global Pulse

Surveys, focusing on real-time topics and revisiting previous

Pulse Survey themes. Since August 2021, we have carried

out four Pulse Surveys: Strategy, Diversity and Inclusion,

Wellbeing, and Engagement and Culture. Participation

consistently increased over the year, with repeat surveys

drawing in significantly more responses, with 780 responses

from 16 countries, growing to 1,297 for the second survey,

1,341 for the third and 1,859 for the fourth. These have been

instrumental in helping us to drive engagement and

facilitating feedback from our global employee base.

Superdry plc Annual Report 2022

Strategic Report → Our People

Workplace

We use Facebook Workplace as our principal internal

communications tool. All colleagues and the Board of

Directors have access to Workplace, on which a range of

Company information and resources are shared, forexample:

• Colleague health and wellbeing;

• Training events;

• Retail news and updates;

• Our latest social media campaigns;

• Previews of new product and design; and

• Events, promotions, competitions.

Other engagement activities

SD Live events

SD Live events are an important tool to connect with our

employees globally, sharing key business updates,

celebrating success, and sharing employee recognition.

During FY22 we have held 11 SD Lives providing a deep dive

of the Superdry strategy, celebrating the opening of the new

Oxford Street flagship store, and providing updates on

diversity and inclusion at Superdry. As we move into a hybrid

environment at our head office, we are continuing to run

these sessions virtually so that all employees globally

canconnect.

Panel events

During FY22, we held several virtual and in-person panel

events discussing important world topics, hosted by

members of the Executive team and our D&I Champions.

Topics included Pride, Wellbeing, Black History Month,

International Women’s Day and mental health, with further

events planned for FY23.

↑ International Women’s Day Panel

at Cheltenham head office in March 2022.

In-person events

As Covid-19 restrictions eased and we moved into a hybrid

working environment, we held our first in-person employee

events at our Cheltenham head office in over two years. In

October 2021, we held eight sessions over two days, bringing

over 600 employees together to learn about the AW21

new collections. In March 2022, as part of the new season

SS22 launch, we held six events over three days, to educate

our employees about the new collection. We plan on holding

these events at the start of every season going forward.

↑ Wellness Talk for Mental Health Awareness Week

With Hussain Al-Zubaidi in May 2022.

↑ Spring event

at Cheltenham head office in March 2022.

→ Spring event

at Cheltenham head office in March 2022.

Superdry plc Annual Report 2022

Strategic Report → Our People

Charity

Our retail and head office teams are an

incredibly passionate and driven community,

and we support them to do local, community-

driven fundraising. Our head office teams

utilise team ‘away days’ to support local

charities and share their experiences on

Workplace. Our employees’ passion to

support charities, both locally and globally, led

us to launch a new initiative called Give Free

Time in October 2021.

Give Free Time

As an organisation we are committed to engage, empower,

and honour the communities we work and live in, and this

initiative gives our employees the opportunity to do that. We

want to support and enable our people to dedicate their time

and skills to leave a positive and inspiring legacy. As part of

our Community Activation pillar, we introduced a scheme

that allows and encourages our head office colleagues to

dedicate one day of paid time each financial year to a good

cause, free to those that benefit, aligning with our values.

From litter-picking around our Cheltenham head office and

surrounding area, to preparing the woodlands for the charity

WAM Youth, our colleagues are hands-on and love to

getinvolved.

Executive team

Gender target Performance

A minimum of 33% of the Executive Committee to be female Male 67% Female 33%

Ethnicity target Performance

A minimum of 14% of the Executive Committee to be from Black,

Asian or Minority Ethnic backgrounds

11% from Black, Asian or Minority Ethnic backgrounds

Leadership team

Gender target Performance

A minimum of 50% of the leadership team to be female Male 63% Female 37%

Ethnicity target Performance

A minimum of 14% of the leadership team to be from Black, Asian

or Minority Ethnic backgrounds

8% from Black, Asian or Minority Ethnic backgrounds

Silent auctions

In FY22, we held two silent auctions to raise money for

Cheltenham Open Door and The DEC Ukraine Humanitarian

Appeal respectively. In December 2021, we raised £2,190.45

for Cheltenham Open Door, with colleagues bidding on hotel

rooms for the Christmas party. In April 2022, following the

postponed event, employees raised a further £2,206.31 for

The DEC Ukraine Humanitarian Appeal.

Gender Pay Gap

We have recently published our Gender Pay Gap Report

2021 (with a snapshot date of 5 April 2021).

We count this as one of many measures of our progress.

Whilst there were no colleagues on furlough during the

period, there was a residual impact of Covid-19 on our

gender pay gap. For year-on-year comparison, we have

compared our gap in 2021 to 2019 (since a number of

colleagues were furloughed during 2020). This shows a

median gender pay gap reduction of 1.8% from 4.5% to 2.7%,

and a small increase of 1.1% on the mean gender pay gap

which is now 23.7%. We remain focused on ensuring that

Superdry is a great place to work and are committed to

reducing our gender pay gap.

Data

To monitor the achievement of our diversity leadership targets,

we have reported on the leadership statistics quarterly.

Thefollowing table shows the data, as of 30 April 2022.

Weaim to achieve our targets by 2025.

Superdry plc Annual Report 2022

Strategic Report → Our People

← In November 2021, Store Leaders Beckie Andrews

and Conrad Reid

volunteered at Brixton Soup Kitchen, helping to organise their food

supplies and serving out 40 hot meals.

Wellbeing

We launched our Wellbeing Programme in May 2022 with

key principles in place to support a holistic approach to

wellbeing at Superdry. These were as follows:

• Commit to reducing the stigma of mental illness

and promote open dialogue with each other;

• Strive for an inclusive, respectful work community

in which everyone can be their best;

• Support line managers to have better, more open

conversations with employees; and

• Support our programme with better data to highlight

trends and inform decisions.

We have planned events through the coming months

focusing on specific topics such as mental health and the

menopause. We are engaging with our employees by

creating Wellbeing Champions to represent our diverse

workforce, to engage locally with people on initiatives, and

feed back what is important to them to help inform future

decisions on wellbeing.

We rolled out a new Employee Assistance Programme in

July 2022 with our partners, Health Assured, with a renewed

offering for employees, not only covering crisis management,

but also important topics such as financial, legal, and general

health advice. Employees will be able to access free webinars,

videos and up to eight sessions of free counselling support.

This is available via an app for both our UK and international

colleagues.

In July 2022, we engaged with a new occupational health

provider, Health Partners, to support absence management

and enable employees to be at work, by providing a national

network of professional support and advice.

Hybrid working

We have launched our new Hybrid Working Policy which

balances flexibility, whilst connecting employees with our

culture and team collaboration. Support for the approach

has been positive and allows trust in line managers to make

the right decisions for their teams.

We recognise that our future talent will not always reside

within a commutable radius of Cheltenham, and our flexibility

will be key in ensuring that we can continue to attract a

diverse workforce and enabling our employees to have

a healthy work/life balance.

↓ → The Store Development team using one half of their

Give Free Time day in March 2021.

They spent the morning volunteering with the Cotswold Wardens

on the Sherborne Estate, which is cared for by the National Trust.

Superdry plc Annual Report 2022

Strategic Report → Our PeopleStrategic Report → Our People

Diversity, equality andinclusion

Diversity recruitment

To attract more diverse talent to our head office in Cheltenham,

we launched our Growing Futures Programme – a bursary

scheme that provides support to new colleagues from an

ethnic minority background to relocate to the area, or to

provide other financial support that might be needed.

We have also worked closely with our third-party agents

and resourcing partners to support more balanced shortlists

for recruitment, and have included provisions for this in

theircontracts.

Diversity, equality and inclusion training

Our Learning and Development team developed new

unconscious bias training for the recruitment of colleagues

to our flagship store on Oxford Street, in London. This was

also rolled out to several teams across the business and

more recently, to all retail leadership. We also created our

own anti-racism training which will be hosted on our new

e-learning platform, Shinpo.

Internal communications and celebrations

In addition to celebrating Pride Month, Black History Month,

International Women’s Day and Autism Awareness Week,

we began producing a short film series, ‘In Conversation

With…’, hosted by Ruth Daniels, General Counsel and

Company Secretary, inviting guests to speak about DEI

and to learn more about their experiences. The first interview

was with our CEO, Julian Dunkerton, who talked about the

actions being taken to ensure Superdry continues to have

a diverse and inclusive culture. The second interview was

with external guest, Elgar Johnson, Editor-In-Chief of

CircleZeroEight and former GQ Style Fashion Director,

whoshared his experiences and views of diversity, equality

and inclusion. Some of our D&I Champions joined Elgar to

discuss Superdry’s diversity and inclusion strategy, and the

importance of finding one’s own voice. The third film in the

series focused on Pride Month, with one of our Oxford Street

store colleagues discussing his journey as a trans man.

Wewill continue to celebrate these important events and

provide an open platform for our colleagues to share their

views and experiences.

Dialogue and transparency

Following up on our Diversity and Inclusion Pulse Survey

results, we wanted to create a more open dialogue on this

topic. We created an employee network, the D&I Champions,

which includes colleagues from retail and head office in the

UK, US and EU. They meet every month to create space for

feedback, discussions and the sharing of ideas. The D&I

Champions have influenced all diversity and inclusion

projects and events since the network was established, and

developed their own projects such as a Diversity, Equality

and Inclusion Calendar for the business. To drive engagement

across the whole business, we opened a Workplace group

dedicated to diversity and inclusion, that is used by

colleagues to share campaigns and stories.

↑

Our colleagues who spoke about what

Black History Month 2021 meant to them.

↑

For Independent Women’s Day 2022

We asked some of our colleagues to write down and share what

#BreakTheBias meantto them.

Superdry plc Annual Report 2022

Strategic Report → How We Manage Our Risks

HOW WE MANAGE OUR RISKS

We understand the need for an effective

system of risk management. To ensure

we have robust processes to identify and

prioritise those risks to which Superdry

is most exposed, and that these risks are

appropriately managed, we have continued

to develop and improve our risk

management practices.

These improvements included the introduction of a ‘Clear

and Present Danger’ review, that will support in identifying

emerging risks through conversations with individual

members of the Executive and collectively at Executive

Committee, and adapting risk management practices to

incorporate new standards for corporate, climate-related

financial reporting from the Task Force on Climate-related

Financial Disclosures (TCFD). These activities culminated in

a revised set of principal risks and uncertainties (PRUs) so

that the ongoing assessment of risk, through quarterly

reviews with senior management, the Executive team and

Audit Committee, is focused on the most significant risks

faced by Superdry. This process also ensures that risks that

could, for example, impact the Group’s ability to continue as

a going concern are assessed.

Our PRUs have been assessed against the Group strategy

and risk mitigation activities have been prioritised

accordingly. We continually review our risk management

practices and look to improve where appropriate. For

example, during FY23, we will determine risk appetite for

each of the PRUs.

Risk management framework

The organisation’s processes for identifying and assessing

risks are included within the Corporate Risk Management

processes as per our Risk Management Policy (last approved

in July 2021 by the Audit Committee). Superdry has an

established Risk Management Policy to ensure there is a

consistent approach in the way our principal risks are

identified, assessed, managed and reported.

For the assessment of risk, we use a 5x5 probability-impact

risk matrix to assess the impact as ‘insignificant’, ‘minor’,

‘moderate’, ‘significant’ or ‘major’. Each impact category has

a definition across multiple facets including financial impact,

health and safety, people, brand reputation and climate.

Risks assessed as ‘major’ are those which are likely to result

in >£20m reduction in profits, severe injury/death, adverse

change affecting >50% employees, brand health falling to a

critical and potentially terminal level, or extreme weather

events causing uncertainty in procuring agricultural inputs,

disrupted distribution networks and damaged manufacturing

facilities. Further considerations associated with climate

change are detailed in the climate-related risks (TCFD)

section below.

To ensure a consistent approach to the management of

risks, a risk matrix is used to give each risk a relative score

based on a combination of the probability and impact. Risks

are scored at three points:

1. Before considering what controls are in place

(gross risk);

2. Considering the effectiveness of the current controls

in place (net risk); and

3. After any further action taken to mitigate the net risk

in order to achieve a level of risk which is in line with

Superdry’s risk appetite.

A comparison of the level of the net risk against Superdry’s

risk appetite will determine whether action is required to

further mitigate the risk. Any action to manage risk needs to

be appropriate, achievable and affordable. The impact

expected if no action is taken is considered against the cost

of action and the reduction in the overall level of the risk.

Each risk identified and recorded in the risk register has a

‘risk owner’ assigned, who is the individual (member of the

Executive) with the appropriate authority and experience to

understand and manage the risk exposure and ensure that

this is monitored and updated. Risk owners will assume

overall responsibility for ensuring all mitigating actions are

completed by agreed deadlines. The Head of Internal Audit

and Risk reviews key risks with risk owners on a quarterly

basis or more frequently if required.

The achievement of Superdry’s strategy will involve taking

risks (eg strategic, operational, financial, reputational etc.)

and our PRUs are mapped to our strategy on page 56.

However, risks are only accepted where it is appropriate

to do so and where decisions to accept are informed and

in line with Superdry’s risk appetite. Our risk appetite has

been defined and agreed by the Board and helps frame

decision-making.

Superdry’s risk appetite statement:

‘We aim to be risk aware, recognising that to achieve our

objectives we will take on certain risks in an informed

manner. When a risk is at an acceptable level, the risk will

be recognised but further mitigating action may not be

undertaken. Circumstances where this could apply would

include when the cost or effort to implement a control

outweighs the potential impact if the risk materialises.

Wewill not take risks that could negatively affect the safety

of customers or colleagues, be detrimental to our brand,

involve illegal behaviour, or endanger the future existence

of the business.’

Macroeconomic climate

The current macroeconomic climate has seen significant

inflationary pressures, most notably in energy prices,

resulting in cost-of-living increases, and squeezed

disposable income which is affecting consumer spending.

While these are market issues, and therefore not unique to

Superdry, there remains uncertainty over how long they will

prevail and the impact they will have on demand for Superdry

products. Inflationary pressures are also present in other

areas including payroll, as well as in other significant

expense items, such as performance marketing as online

competition grows.

Superdry plc Annual Report 2022

The Russian invasion of Ukraine and the unprecedented

sanctions imposed in response by the UK and others have

created uncertainty in the global economy, and the impact of

war comes against the backdrop of already high inflation and

rising energy prices. The Ukraine crisis has exacerbated the

risks associated with the already deteriorating macro-economic

climate and complicated potential mitigants, given the reliance

on Russia for oil, natural gas and metals. For example, our

supply chain is potentially at risk from shortages, shipping

delays and higher prices caused by factories, freight

companies and ports becoming overwhelmed in trying to

source enough raw materials and components to meet

consumer demand. Specific exposures and associated

mitigating activities relating to Superdry, are considered

within individual risk areas below.

Coronavirus

As in FY21, the pandemic has continued to adversely impact

the Group during FY22. For example, our retail performance

has been disrupted in all territories, through enforced store

closures and/or different levels of restrictions (eg number of

customers allowed in store, Covid-19 verification schemes)

and suppressed levels of footfall. Despite a gradual recovery

of store traffic, we are yet to see a return to pre-Covid levels.

The response to the virus continued to be overseen by our

Covid-19 Incident Management Team (the ‘IMT’), formed of

members of the Group’s Executive team and Head of

Internal Audit and Risk. The IMT met frequently during the

financial year, with increased oversight during times when

the pandemic had the most significant impact on the

business, eg the emergence of the Omicron variant.

Thepriority was, and will always be, the safeguarding of

colleagues and customers whilst maintaining delivery of

business operations, and taking actions to protect the

long-term financial position of the Group.

Climate-related risks (TCFD)

For the first time, the Group now reports on a number of

climate-related financial disclosures to provide information

on the impact of climate change, including consideration

of climate-related risks.

The identification and management of climate-related risk is

integrated within the organisation’s Risk Management Policy

as described above. In order to identify and assess these

risks, we have analysed the future potential scenarios that

may crystallise in terms of global average temperature rises,

and the potential impact on our business. Qualitative disclosure

has been provided as a first step and we will work towards

quantitative disclosure in the future, as more sector-specific

information becomes available.

Risk review process

Risk

function

• Risk identification;

• Consideration of

global risk

landscape; and

• Horizon scanning

across the 1–5 year

time frame.

Risk

Committee

• Management of

Group’s risk

management

processes (eg

assessment,

scoring, deep dive

into specific risks).

Executive

Committee

• Monitoring of

Principal risks and

uncertainties

(PRUs); and

• Identification and

management of

Clear and Present

Dangers.

Audit

Committee

• Review and approve

Risk Management

Policy;

• Review of PRUs and

Clear and Present

Dangers; and

• Evaluation of

effectiveness of

risk management.

Board

• Overall accountability

for risk management;

and

• Setting risk appetite.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Transitional risks

• Reputation;

• Regulation;

• Technology;

• Legal; and

• Market.

The road to a low-carbon economy will involve

addressing the mitigation and adaptation requirements

related to climate change. This is likely to materialise in

the form of extensive policy, legal, technology and

market changes.

• Increased compliance costs and reporting

obligations could have an impact on asset values

and future revenues;

• Increased costs from introduction of carbon taxes;

• Substitution and transition costs to lower emissions

technology; and

• Shifts in consumer preferences.

Transitional risks are non-exhaustive and those listed

are included within our environmental risk register.

Physical risks

• Acute physical; and

• Chronic physical.

Physical risks from climate change will be event-based

(acute) or longer-term climate pattern shifts (chronic).

Physical risks can have a direct impact such as damage

to assets, and indirect impacts including supply

chaindisruption.

• Changes in availability and cost of raw materials;

• Disruption to upstream logistic networks; and

• Damage to property and assets.

Climate-related risks are separated into two categories:

Strategic Report → How We Manage Our Risks

To support with disclosures of our risks, our Risk Management Policy also includes definitions of short, medium and

long-term horizons:

Short term

0 - 1 year

As a fashion brand we operate our

business on two main seasons and two

capsule collections; therefore, within a

financial year, we review year-on-year

seasonal trends to inform short-term

risk assessment.

For example, when planning a future

season, we review trends related to

raw material production to inform

buying patterns, forecasting and

prioritising appropriate materials to

mitigate risk. One example is that

when planning a cotton-rich season

such as Spring/Summer, we will book

fabric in advance to secure organic

cotton availability due to volatility as a

result of environmental factors.

This time frame aligns with our

short-term financial planning horizon.

Medium term

1 - 5 years

Exposures include risks associated with

our aim to move 65% of our cotton to

organic, and net zero in our own and

third-party distribution operations.

Over the next five years we are

diversifying into recycled and

transitional cotton to de-risk market

volatility of organic due to

environmental impacts.

This time frame aligns with our

medium-term financial planning

horizon (our Five-Year Plan, which is

the basis for our viability statement

within the Annual Report).

Long term

5 – 10 years

Long-term exposures are aligned with

our sustainability strategy horizons

which look over a longer time frame

than other business operations to

give us direction over the next decade

(but not longer to avoid dilution of

meaning or impetus).

With this time frame, we also aspire

to align our long-term sustainability

goals with widely recognised

timescales for impact such as the

Sustainable Development Goals and

the Paris Climate Agreement. Our

long-term goals, for example, are

100% organic cotton in all cotton

products, and net zero across our

third-party logistics operations.

Over the next 10 years, we will

continue to reduce airfreight and

move to alternative low-carbon fuels

to de-risk the increasing cost of

logistics and the cost of achieving

our net zero goals.

Superdry plc Annual Report 2022

PRINCIPAL RISKS

AND UNCERTAINTIES

Strategy – Mapping to PRUs

Inspire through

PRODUCT & STYLE

Engage through

SOCIAL

Lead through

SUSTAINABILITY

PRU

Operate in an

integrated marketplace

Create an amazing

people experience

Use technology to

accelerate our plans

PRU

BE THE #1 SUSTAINABLE

STYLE DESTINATION

PRU

Strategic Report → How We Manage Our Risks

MAKE IT HAPPEN

PRU

Superdry plc Annual Report 2022

Strategic Report → How We Manage Our Risks

Key

No change Increased risk Decreased risk

Risk Mitigation Movement in the year

PRU 1:

Macroeconomic instability

Link to strategy:

All (see page 56)

Superdry operates in a wide range of markets

that are exposed to changing economic and

political environments that could impact

consumer spending, lead to increased

operational costs, and impact profitability.

During the second half of the financial year,

cost of living increases have squeezed

disposable income which is affecting consumer

spending. In addition, our supply chain has also

experienced inflation, including hikes in raw

materials, energy prices and logistics costs. An

already deteriorating macroeconomy has been

exacerbated by Russia’s invasion of Ukraine.

Fully resourced and skilled leadership team.

A Five-Year Plan that recognises the current

economic issues, and the implementation

of a strategy that leverages the strength of

our brand across different customer

segments and geographies to mitigate

reliance on a particular customer segment

in a particular country.

Based on consumer insight, we continue to

assess shifts in demand and ensure our

plans are responsive to the market.

Macroeconomic and political tensions are

monitored closely. Regular reviews of the

Company’s pricing strategy and cost base

are undertaken in conjunction with

forecasting disciplines to ensure we are

dealing with changes in the macroeconomy

in a timely manner.

Robust business continuity processes to

support in the event of significant

interruption to the business.

Effective mitigation of risk in

this area is challenging, given

the external factors that are

outside our control and that

are difficult to predict. Whilst

we believe we are effectively

managing those risks within

our control, this risk is

deemed to have increased

since last year.

PRU 2:

Design and product

Link to strategy:

Inspire through product and style

Superdry’s ability to achieve success depends

on a relevant commercial product strategy that

is aligned to brand position, our consumer

segmentation and focus on commercial

opportunities.

A poor product strategy will mean we fail to

meet consumer needs and trends, leading to a

product range that is insufficiently

differentiated or unattractive to target

consumers, and ultimately a deterioration of

the brand.

We continue to design the product range

against each style choice and

segmentation: entry, core, statement and

exploration, through the lens of over and

under-25-year-old consumers.

Enhancing our short-order capability has

enabled us to respond more quickly to

consumer trends, increase product choice

online, and test and learn to find successful

commercial products that can form part of

the entry, core and statement segments of

our range.

The Group’s brand and product strategy,

based on insight-driven, quality ranges and

collections, continues to be embedded

across the business, supported by our

Brand and Channel Marketing teams. We

have sought to align our product offering

with consumer sentiment, targeting core

markets and aligning to commercial

opportunities.

To align to the wider business strategy,

sustainability is at the forefront of

everything we do, through designing and

producing our range from low-impact

materials.

We continue to embed our

refined product strategy,

using low-impact materials

and targeting core markets,

and aligning to commercial

opportunities. As such, we

believe the risk to be at a

lower level to last year.

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 3:

Significant business interruption:

Link to strategy:

Use technology to accelerate our plans

Compromise to our key technological/

physical assets would significantly impede

our ability to trade. The Group also remains

exposed to further waves of Covid-19 and

associated lockdown measures taken by

governments, including the enforced

closure of our stores.

Key assets include:

• Ecommerce platform;

• Distribution centres;

• Critical IT;

• Head office; and

• Large stores.

Business continuity measures (eg Incident

Management Plans and Incident Management

team) continue to be reviewed and enhanced

to improve capability where the Company is

most exposed to interruption.

Business continuity measures have been

deployed through the management of the

Covid-19 crisis during the financial year.

Resilience is also considered for our key

physical and technological assets. For

example, operating a series of multi-channel

distribution centres capable of serving all

channels in a specific geographic region, with

common operating systems, provides

significant built-in resilience in the event of

the failure of a single distribution centre.

Our current Ecommerce platform is hosted in

a secure cloud environment with performance

testing of customer peak loading, around-the-

clock monitoring of key interfaces, user

experience and support team availability. Our

new Ecommerce platform will extend our

resilience capability by leveraging additional

cloud security and continuity functionality.

An ongoing programme of desktop exercises,

designed to test business responses to other

significant business interruption scenarios,

continues. During the financial year, an

independent review assessed our ability to

respond to a significant interruption at one of

our distribution centres.

The risk has various

components across different

asset types, which are often

interlinked.

The Group has adopted a

prioritised approach to

business continuity in the

year, including invoking plans

to respond to real-world

scenarios (eg Covid-19) and

exercising plans in the event

of a significant failure (eg

distribution centre outage).

The focus of the new digital

strategy is for new

developments (eg new

website) to be hosted by cloud

services, providing native

resilience.

As such, the likelihood and

impact of this risk when

compared to last year is

considered to have reduced.

PRU 4:

Elevated stock levels

Link to strategy:

Operate in an integrated marketplace

Elevated stock levels represent a risk in

terms of shortfall in cash flow, additional

markdowns and additional storage costs.

Significant levels of ‘off-price’ (eg outlet

and clearance) stock represents a risk in

that it is typically more difficult to clear.

Trading volatility, such as that caused by a

squeeze on consumer spending, may

create an excess of stock to clear that may

be brand damaging if discounting and

third-party clearance operators are

regularly used.

A robust, data driven ‘Open to Buy’ process

which involves regular meetings with a sub-set

of the Executive team to determine buy levels

for each channel per season. This ensures

that buying decisions reflect the projected

customer needs by channel. Stock reporting

continues to be a standing agenda item at

Executive Committee meetings and regularly

communicated to the Board. During FY22, we

also created a Demand Planning team whose

remit is to align financial, demand and

operational planning through meeting

customer demand with the appropriate level

of supply.

Our clearance strategy continues to focus

on maximising opportunities through our

Ecommerce and physical outlets. Our contracted

clearance partner has assisted in further

reducing stock levels during FY22.

Progress has been made in

terms of reducing year-on-

year stock levels from 15.0m

units to 12.4m units and

responding to trading volatility

caused by Covid-19 by

reducing our ‘Open to Buy’

levels. Off-price stock has also

been reduced, with short-order

capability also reducing the

risk of excessive buying activity.

As such, we believe the risk to

have reduced from prior year.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Strategic Report → How We Manage Our Risks

Risk Mitigation Movement in the year

PRU 5:

Performance across our global,

omni-channel proposition represents a

risk and also an outcome of other risks

described in the Intro section above.

Specifically:

Underperformance of our retail stores

Link to strategy:

Operate in an integrated marketplace

In line with market trends, the ongoing

consumer preference shift towards digital

shopping channels has seen declining

consumer visits to stores and declining

profitability in the physical retail environment.

During FY22, while the estate has been

disrupted in some territories, there has

been a gradual recovery of store traffic,

although this has varied across the

countries in which we operate. The recovery

has yet to reach pre-Covid levels.

Throughout the year, we have been

required to continue to implement a

number of different restrictions across our

estate (eg number of customers allowed

in store, closure of fitting rooms, use of

sneeze screens etc.) all of which adversely

impacted performance.

Recent inflationary pressures, cost of living

increases and reduced levels of disposable

income also represent a risk in terms of

retail performance.

Our Five-Year Plan continues to focus on

supporting the profitability of the store estate

and addressing any loss-making stores. The

strategy is focused on key regions, including

UK, Europe and the USA. Each store across

our entire store estate has been classified in a

specific category that guides future action:

rental re-gears, exits, relocation, size

amendment or store re-fit.

We continue with our belief that a full price

sales mix is the right approach with a focus on

driving conversion rates for those customers

coming to stores.

During FY22, we have traded in line with local

government regulation with the safety of our

customers and colleagues at the forefront of

our decision-making, which has enabled the

majority of the estate to trade for the majority

of the year.

We have also refitted a number of our stores as

an initial trial. This was to ensure these stores

reflected the best expression of the brand in

2022. This has contributed to increased footfall

and a strong trading performance. We will

continue the programme of re-fits in FY23.

During FY22, our store re-gear programme

has been accelerated and we continue to see

significant savings.

At the time of writing, while

we are fully open and trading

from a store perspective,

uncertainty remains in terms

of the level of disruption (eg

lockdowns and suppressed

footfall) that Covid may cause

across our estate during FY23.

We anticipate suppressed

footfall in our stores through

the first half of FY23, as the

recovery from Covid

continues. While footfall

continues to be impacted, we

have seen sustained periods

of full store trading and an

increasing level of footfall in

key markets. As such, we

believe the risk to be lower

than prior year.

‘Working for a business which is so eager to make

an impactful environmental change is something

I am proud to be a part of. Having a team of

Warriors who are passionate about sustainability,

change, developing their knowledge and skills is so

rewarding. Having a platform where the Warriors

can voice their ideas as individuals and stores

allows us to build a strong community and create

better choices for a better future.’

Daisy Kellow

Retail Content Creator

Sustainability Warrior for Retail Communications

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 5 continued:

Underperformance of Wholesale

channel

Strategic objective:

Operate in an integrated marketplace

Wholesale performance continues to be at

risk from similar factors as our own store

estate. This includes short-term threats

relating to Covid-19, which has continued

to impact the ability of our partners to

trade at optimal levels. Additional risks to

performance include brand perception,

grey market distribution (where product is

obtained from an unofficial marketplace),

the macroeconomic climate and global

supply chain pressures which impact

our ability to deliver on time and in full

tocustomers.

Wholesale performance has recovered

from FY22 but has yet to see pre-Covid

levels of trade.

During the course of the year, we have seen

our dispatch profile to our wholesale customer

base return to more normalised levels, leading

to higher levels of fulfilment and lower returns

risk. Focus on a segmented approach to our

wholesale customer base is now part of our

planning processes.

We have maintained strong dialogue with

partners to facilitate payments, with strong

levels of collection despite the challenging

economic conditions.

In response to the significant levels of stock,

caused in part by Covid-19, focus has been

directed on increasing surplus stock clearance

through a limited number of wholesale

clearance partners.

To reduce grey market distribution, we carry

out customer due diligence and conduct

investigatory measures where appropriate.

The integration of RFID (radio frequency

identification) has also served to reduce grey

market risk, by being able to identify the origin

of the stock.

As with our own retail estate,

uncertainty remains in terms

of the level of disruption (eg

lockdowns and suppressed

footfall) that Covid may cause

across our estate during FY23,

as well as the increases in the

cost of living.

However, through effectively

managing our exposure to

debt, higher levels of

fulfilment, a reduced Covid

exposure, and the

management of our wholesale

account base through

customer segmentation, we

believe that the risk is lower

than prior year.

Underperformance of Ecommerce

channel

Strategic objective:

Operate in an integrated marketplace/

Engage through social

Ecommerce performance represents a

significant growth opportunity; however,

italso represents a risk in terms of

delivery of short/medium and long-term

businessobjectives.

We will be unable to achieve these

objectives if the consumer is moving faster

than we can adapt and our Ecommerce

platforms are perceived to be behind

competitor propositions. Consumers are

drawn to Ecommerce platforms that make

the experience of browsing, shopping,

discovering and ultimately purchasing,

engaging, efficient and cost effective.

Ecommerce revenue during FY22 has

been lower than prior year, but comparable

with two years ago. The major drivers for

this are the unwind of Covid tailwinds

in online trading and a shift to a more

disciplined stance on promotional activity.

Where there have been comparable full

price trading periods, we have seen

encouraging performance.

Key to our digital strategy is the implementation

of the microservices technology at the start of

FY23. This will enable us to enhance the

customer experience and respond more quickly

to changes in consumer trends to meet demand.

We continue to build on brand marketing activity

across PR, social media and influencers.

Learnings from this year have enabled us to

further optimise our marketing mix for the

future, to drive improved returns from

marketing investment across all channels.

While we have experienced

reduced revenues versus prior

year, we continue to invest in

our digital capability and

prioritise development

opportunities associated with

the digital channel. As such,

we believe the risk to be at a

similar level to prior year.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 6:

Internal controls requiring improvement

Link to strategy:

Use technology to accelerate our plans

There are a number of underlying causes

that pose a risk of significant control failure

that could lead to financial loss, heightened

risk of fraud and error, increased audit fees

and prior year adjustments.

People: there has been a significant

turnover of Finance team members over the

past few years, meaning a lack of continuity.

Processes: many current transactional

processes are manual and result in

significant requirements for reconciliation,

review and analysis. This can, and has,

caused significant backlogs which can

cause difficulties in closing the accounts in

a timely manner.

Technology: existing financial systems are

not set up to make best use of

functionality, nor provide the functionality

required to enable controls to be

performed efficiently and effectively.

A finance transformation programme, ‘Project

Phoenix’, is being implemented to address

risks associated with internal controls that

require improvement. The objectives of the

project are to standardise, optimise and

automate processes, as well as eliminating

inefficiencies, where possible. This will be

achieved through enhancements to

resourcing, processes, policies and systems.

The project represents a three-year piece of

work (FY22–FY24). The year one focus has

been to seek to remediate legacy issues and

plan for sustained improvement. The focus for

year two is to action and enable

improvements, and year three will focus on

embedding these improvements across the

key areas of transformation.

The improvement areas made during FY22

include developing technical capability in key

areas (eg IFRS 9, Financial Instruments, IFRS

15, Revenue Recognition, and IFRS 16,

Leases), and the introduction of a new

reconciliation tool, Blackline.

We have sought to enhance the internal

controls questionnaire (ICQ) process, so that

we can obtain a regular and richer

understanding of the operational

effectiveness of the internal controls. Control

owners are required to complete these

questionnaires on a quarterly basis.

Improvement made during FY22 has been the

provision of evidence to support self-

assessment attestation.

We recognise that in order to

make sustained improvement,

we need to implement

systemic change, which will

come through the three-year

implementation of Project

Phoenix. Whilst we have

sought to remedy legacy

issues, further progress is

needed. Due to control

deficiencies, such as those

within stock and accounts

payable, we believe the risk of

not completing the finance

transformation programme

within the planned three-year

time period, has increased

when compared to prior year.

See page 104 for the Audit

Committee report and internal

control effectiveness.

PRU 7:

Changes in exchange rates

Link to strategy:

Make it Happen

Our financial results could be impacted by

changes in exchange rates. The majority of

our stock purchases are made using

foreign currency (US$ or €) and, therefore,

our costs are exposed to foreign exchange

movements. This is partially offset by a

proportion of sales receipts being in

foreign currencies. At a macro level, the

continued impact of Covid-19, Russia’s

invasion of Ukraine and a post-Brexit

environment may lead to continued

exchange rate fluctuations in the short to

medium term, creating uncertainty around

GBP profit and cash equivalents.

Our forecast foreign exchange exposures are

hedged in accordance with the Group’s

approved Treasury Policy. Our Hedging Policy

seeks to mitigate any sudden impact caused

by foreign exchange volatility. As part of a

transfer pricing review, the Group’s

intercompany position on its loans and

overdrafts has been reviewed with the aim to

further reduce foreign exchange risk.

Oversight is managed through Audit

Committee review and a Treasury Committee,

which considers foreign exchange exposures

and opportunities and uses forward foreign

exchange contracts to manage the exposure

in the major currencies in which we trade.

Board approval is required if additional hedges

are needed that are over and above existing

Treasury Policy thresholds.

While we have benefited from

working in line with an

embedded Treasury Policy,

other factors, such as the war

in Ukraine, create volatility in

the foreign exchange markets.

As such, at year-end, we

believed the risk to be at

similar levels to prior year.

Since year-end, we have seen

volatility from the foreign

exchange rate markets

creating uncertainty around

GBP profit and cash

equivalents for exposures that

are not mitigated by our

Hedging Policy.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 8:

Liquidity

Link to strategy:

Make it Happen

During FY22 there was continued closure of

stores and reduced footfall when our store

estate was able to open. This adversely

impacted a key cash generating channel

from the Group’s trading capabilities.

The disruption in the global supply chain

during the year has meant continued

volatility in the working capital cycle

putting pressure on cash flows. This is in

addition to the typical seasonal cash cycle,

for example, where peak trading receipts

do not align with the timing of the peak

outflows of cash for stock purchases.

Significant liquidity is provided by an Asset

Backed Lending (ABL) facility (up to £70m),

that expires at the end of January 2023, and

an overdraft (£10m) being sufficient to meet

our cash requirements in the short term.

Adherence to our Treasury Policy ensures

that we operate with sufficient headroom.

Discussions are taking place to secure

committed financing prior to the end of the

current arrangement.

Coming out of the pandemic, cash

management has remained a major priority,

with the management of stock commitments,

negotiation of rental reductions and effective

management of our debtors being key elements.

Key operating teams across stock purchasing

and property have focused on phasing and

payment terms for our largestoutflows.

We believe the risk to have

increased from prior year.

While we have demonstrated

a track record of proven cash

management since the start

of the pandemic, there is a

material uncertainty given our

current lending facility expires

at the end of January 2023

and our base case cash flow

forecasts indicate that funding

will be required during the

going concern period.

Seepage 73 for the Going

Concern statement.

PRU 9:

Recruit, develop and retain quality

leaders including key man risk

Link to strategy:

Creating an amazing people experience

We need to recruit, develop and retain the

calibre of leadership and talent across the

business that will enable us to achieve our

strategic objectives. Failure to do so could

limit our opportunities for growth and

increase costs of recruitment and

retention. Equally, we need to ensure that

our talent and leadership pool is reflective

of our strategy.

Covid has contributed to the market being

more candidate-led, with increased

demand for skills in digital and creative

roles. There are additional demands on

flexibility from candidates and we are

having to go further afield for our talent

pool, and compete with other organisations

in terms of attracting and retaining talent.

The CEO remains core to the operation of

the business and his absence could have a

significant adverse impact on the business.

During the financial year, we hired key

Executive roles including a Global People

Director and Chief Technology Officer. The

Executive team is now at full strength and

could provide cover in the event of anything

untoward happening to the CEO in the

shortterm.

The Nomination and Remuneration

Committees assist the Board in ensuring that

the Board and Executive Committee retain an

appropriate structure, size and balance of

skills to support Superdry’s strategic

objectives and values.

Restricted shares were awarded to colleagues

in October 2021, focusing on the retention of

key senior talent, and a pay review was

undertaken across all geographies and levels

during the year. During FY23 we aspire to

become a Real Living Wage employer in

theUK.

We continue to embed our approach to talent

management, including the performance

review process, to develop leaders of the

future, and promoting from within the

business wherever possible. The approach

includes setting priorities based on the

Company’s strategic initiatives with a focus

onwellbeing.

Adjustments, such as flexible working

arrangements, including at head offices, have

been adapted and reviewed to modernise

working practices in an environment where

government imposed Covid-related

restrictions no longer exist. This has

culminated in a more formal hybrid working

model that will set us up for success in a post

Covid era.

It is apparent that the

candidate-led market we are

operating in means our ability

to attract and retain talent is

being impacted. For example,

it is taking longer to recruit,

resulting in short-term

resourcing gaps in some

areas. As such, we believe the

exposure to have increased

since last year.

We recognise there are

internal levers we can utilise

(eg pay and benefits review,

flexible working patterns,

leadership development

programmes) but we are also

operating in a challenging

environment where we are

competing with others for

talent on a national and, at

times, international basis.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 10:

Ineffective strategy

Link to strategy:

All

If the wrong strategy is developed, or the

strategy is not implemented effectively,

this could significantly impact the success

of the business and erode corporate and

investor sentiment.

During the financial year, the Group has

continued to refine the strategic model to

adapt to the evolving marketplace we are now

operating in. During FY23, we will move to the

execution phase of the strategy.

Regular updates have been shared with the

Board, including a detailed five-year financial

plan for the business in the longer term. Central

to this is a financially disciplined approach to

forecasting, budgeting and control of costs, to

return the Group to profitability, and maintain a

strong cashposition.

During the year, significant focus has been on

engaging the wider business to ensure there is

understanding and alignment on the roles

various teams will have when implementing

the strategy.

Appropriate governance structures have been

introduced including dedicated Executive

ownership and regular steering committees

for each strategic initiative. Management will

be held to account for the execution phase of

the strategy through scorecards and KPIs.

Having evolved the strategy

over the course of the year

and established the

foundations to deliver the

strategy, we believe the risk to

have reduced since last year.

PRU 11:

Key markets – USA

Link to strategy:

Operate in an integrated marketplace

Failure to stem losses and return to growth

in the USA could lead to investment

without sufficient return in a reasonable

timeframe, and the deployment of

significant management resource at a time

when we have multiple priorities.

A significant proportion of current losses

are attributable to retail channels, with

contributory factors including onerous

leases within our store estate and reduced

store revenues, which in part are due to

Covid-19.

The property strategy continues to be

executed in the USA. This has seen the

closure of a number of loss-making stores.

The Group is introducing flexibility to rental

negotiations where appropriate through, for

example, the transfer to turnover-only leases

with short notice periods.

Significant work has been undertaken in

relation to wholesale with a focus on the

management and associated commercial

opportunities of strategic wholesale accounts.

Governance in this area has been enhanced

through the introduction of an Integrated

Marketplace Steering Committee and the hire

of a wholesale lead in the US.

We continue to monitor the ongoing impact of

Covid, which had a more significant adverse

impact on store revenue in the first half of

FY22. However, key tourist destinations, eg

Times Square, continue to see suppressed

levels of footfall.

We have successfully

introduced reductions in the

cost base of the store estate

(eg leases) and significant

progress has been made in

identifying strategic wholesale

accounts to drive sustainable

profitable revenue streams.

As such, we believe the risk to

have reduced from last year.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 12:

Information security and threat of data

privacy breach

Link to strategy:

Use technology to accelerate our plans

There is a risk our information security is

breached, causing data and/or systems

compromise. This could lead to fraud,

impact our ability to trade, regulatory

scrutiny, litigation or fines, and cause

damage to the brand.

As we determine and implement the

technologies (eg new website) that will

unlock data and support the delivery of our

strategy, we will change the information

security profile of the business (eg

movement of core infrastructure to the

cloud) which could lead to a cyber or data

privacy breach. Whilst a cloud-based

infrastructure should enhance our cyber

security, we need to adapt our control

measures to reflect the changing

riskprofile.

The external cyber threat landscape has

intensified since Covid-19 (eg Log4J, the

internet vulnerability that impacted millions

of computers running online services) and

the Russian invasion of Ukraine, with

organised crime groups carrying out

targeted campaigns against a range of

organisations.

We have a Data Protection and Information

Security Steering Group which meets

regularly. It is a cross-functional group which

reviews the proactive steps the business

takes to manage the risks around data privacy

and information security.

During the year, we devised and launched a

new consumer-facing Privacy Policy and

reviewed technical and organisational risk

management strategies. The Group also runs

internal education and communication

programmes to promote a culture of

compliance, aided by a new earning

management system.

As we implement our strategy, a new

governance framework will underpin the

development and implementation of new

technologies, ensuring that information

security and data privacy risks are considered,

and appropriate mitigations prioritised.

Specific information security developments in

the year have included:

Implementation of enhanced email phishing

credentials using artificial intelligence that

tracks patterns of user behaviour.

Improved ransomware protection.

Introduction of mandatory, multi-factor

authentication for highly privileged

useraccounts.

More secure software development through

training and application vulnerability scanning.

Risk events associated with information security

and data protection are reviewed during the year

by the Risk Committee, promoting a programme

of continuous improvement.

Actions taken in the year have

enhanced our understanding

of the risk profile, and

investments in people and

systems are designed to

protect us to further reduce

risk in this area.

Whilst we continue to improve

our internal technical and

organisational controls to

reduce risk, the external

climate continues to see a

trend towards cyber-attacks

becoming more prevalent and

sophisticated. As such, we

believe the risk to be at a

heightened level to last year.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Risk Mitigation Movement in the year

PRU 13:

Ethical (including human rights)

Link to strategy:

Lead through sustainability

Failure by suppliers to adhere to our Ethical

Trading Code of Practice could erode our

reputation as a responsible brand.

We recently launched a marketing

campaign to promote our sustainability

credentials that will raise the brand’s

profile in this area. Customer enquiries on

ethical trading continue to increase,

awareness of modern slavery and the fast

fashion debate are also growing andfailure

to demonstrate our credentials in this area

could also lead to reputationaldamage.

There is potentially an increased risk of

human rights issues through the supply

chain, as a result of changing local

conditions, for example, the ongoing

impact of Covid-19.

We have a dedicated team responsible for

ethical sourcing matters and dedicated local

experts in our key markets to detect and

mitigate risks associated with changing

market conditions. The Group is a member of

the Ethical Trading Initiative, which seeks to

improve the lives of workers worldwide. We

engage with our suppliers and expect them to

operate in accordance with our Ethical

Trading Code of Practice, which is available at

corporate.superdry.com.

We assess the status of operating practices

through a schedule of audits and visits and,

where necessary, work with suppliers on

improvement plans. Any factory that fails to

remedy significant issues is placed on an

exitplan.

During the year, the Audit Committee received

regular reporting on compliance with our

Ethical Trading Code of Practice. In addition,

an independent assessment was also carried

out to benchmark our compliance programme

and associated performance with our

peergroup.

In response to the Advertising Standards

Authority’s guidance on greenwashing, our

Ethical and Legal teams ran a training

programme for our marketing teams to ensure

we are communicating our sustainability

messaging with credibility and integrity.

We continue to enhance

controls associated with

ethical risk, commensurate

with our responsibilities as a

leading fashion brand. As

awareness increases and we

continue to become more

vocal in this area, we are likely

to face additional scrutiny. We

believe we are well placed to

respond to such scrutiny but

may have limited control over

external commentary.

Assuch, we believe the risk to

remain at a similar level to

lastyear.

PRU 14:

Climate-related risk

Link to strategy:

Lead through sustainability

We have grouped climate-related risks into two categories: transitional (which tend to be shorter-term risks associated with moving

towards a low carbon economy), and physical (which tend to be longer-term risks). Whilst it is recognised that these risks will have

an adverse impact on the business if they materialise, effective mitigation represents an opportunity in that it will provide us with a

competitive advantage against others in our sector.

For each of the transactional and physical risks identified, we have considered the time horizon over which these are likely to be

most prevalent. Definitions of short (S), medium (M) and long-term (L) time horizons can be found on page 55.

See page 34 for the TCFD section.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Transitional risks:

REPUTATION (S)

Awareness of the environmental

impact of climate change is

increasing, and a failure to meet

expectations would adversely

impact our brand, especially given

our mission to ‘be the #1

sustainable style destination’.

REPUTATION

We aim to mitigate this risk through our strategic

pillar, to ‘Lead through sustainability’, and

communicating our climate-related journey with

integrity across all our stakeholder groups, including

our established community of over 50 Sustainability

Warriors to continuously deliver impactful change.

We aim to ensure we avoid any risk associated with

‘greenwashing’ by aligning with legislation in this area.

The Group has set milestones to ensure that we

remain on track to meet our 2025 and 2030

sustainability goals and progress is tracked against

key environmental initiatives such as packaging,

emissions and compliance with wider environmental

regulation. The business increasingly uses recycled

materials to make products more sustainably.

Our sustainability goals are in line with established

material impacts for a fashion brand and align with

the United Nations Sustainable Development

Goals(SDGs).

Whilst consumer and

regulatory attention in this

area continues to grow, we

are well placed to mitigate

associated risks through

the emphasis we are placing

on our environmental

credentials, through, for

example, the verification

of our impacts on the

environment, investment

in green technologies, and

increased use of low-impact

materials such as

organiccotton.

As such we believe the risk to

be at a similar level to last year.

CURRENT REGULATION (S)

Failure to comply with mandatory

reporting requirements which may

result in financial penalties.

CURRENT REGULATION

We use a number of reporting, certification,

verification and assurance mechanisms to

understand, calculate, manage and publish

ourimpacts.

Training has been given to relevant teams to ensure

compliance with the Green Claims Code.

EMERGING REGULATION (M, L)

The emergence of any new

regulation could lead to changes

to existing policies and procedures

and associated costs (eg

climate-related taxes).

EMERGING REGULATION

Superdry has membership of multiple trade bodies

and collaborative working groups which have a focus

on environmental and sustainability topics, including

emerging regulation and horizon scanning.

TECHNOLOGY (M, L)

Not keeping up with changes to

technology, or to changes in its

availability, could result in a severe

financial and strategic impact eg

reliance on availability of both

energy reduction/efficiency

technologies and renewable

energy technologies in order to

meet our net zero goal through our

‘reduce’ and ‘convert’ stages.

TECHNOLOGY

We have committed to invest >£1m in CAPEX over

the next three years to fully invest in best available

optimisation technologies, including Building

Management Systems (BMS) and LED lighting in

100% of our stores and main third-party warehouses.

We align our strategy closely to our suppliers,

including requesting all our production partners to:

1. Certify to ISO 50001 standard (a best practice

energy management system) to reduce their

energy consumption; and

2. Switch to renewable electricity to remove

carbon intense equipment.

To date, 22 of our garment factories have certified to

ISO 50001, accounting for 47% of our annual volume,

and saving an average of 15% in their energy use

andcosts.

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Transitional risks:

LEGAL (S, M)

Superdry may face litigation

when breaching any climate-

related legislation.

LEGAL

We monitor all legal requirements through our global

Legal team, using periodic external law reviews to

capture any emerging laws.

Factories must adhere to our global Code of Practice

and Environmental Policy as defined in our Supplier

Manual, and are audited annually to confirm

compliance. Each year, factories are surveyed to

collect data associated with the impact they have

onclimate.

MARKET (S, M)

Potential changes in climate

temperature could have an

adverse impact on the sales of

certain seasonal products and

linked to reputational risk,

increasing consumer awareness,

where consumers become more

sceptical of brands and their

impacts on climate change which

could adversely reduce sales.

MARKET

Publication of our Sustainability Report which

articulates our strategy, core KPIs and how we are

achieving our targets, including implementing our net

zero targets to limit global temperature rise to 1.5°C in

line with recommendations of the Paris Agreement

(UN Climate Change Conference).

We publicly demonstrate our environmentally

sustainable operations where realised, tangible and

meaningful, in order to abate risk of brand reputation.

Physical risks:

ACUTE PHYSICAL (S, M, L)

Extreme weather events such as

flooding, hurricanes and landslides

which pose a risk of disruption to

upstream logistics networks and

our supply base.

ACUTE PHYSICAL

A varied geographic spread of our supply base and

the introduction of a short-order process with our

Turkey production partners so that we are more agile

in the movement of product to market, in the event

that longer logistics routes have been impacted by

climate change.

Adopting alternative modes of transport that are

lower carbon and more resilient, for example rail links

between the Far East and Europe, and Turkey and

Belgium, as well as using barges on level-controlled

canals instead of roads.

CHRONIC PHYSICAL (L)

Changes in availability of our raw

materials resulting from changing

climates (eg cotton volumes and

yields) may reduce with higher

average air temperature, or lower

annual rainfall, meaning we have to

source from further afield, which

could lead to increased prices or

producing fewer garments.

CHRONIC PHYSICAL

We are mitigating this through our goals to use more

low-impact materials which require fewer resources

and are therefore less impacted by climate change.

This includes:

1. Moving to fully organic cotton by 2030. We have

committed to training and converting 20,000

farmers to use organic farming practices by

2025, supporting them on their three-year

journey to organic certification. We are

increasing the number of farmers we work with

directly to help ensure continuity of organic

cotton supply.

2. Moving all polyester jacket fill to recycled polyester.

3. Increasing our use of recycled cotton to de-risk

any short and medium-term risks associated

with the supply of organic cotton.

Additional mitigation measures (eg climate-related

scenario planning) can be found in other parts of the

Annual Report as signposted in the TCFD section

(page 34).

Strategic Report → How We Manage Our Risks

Superdry plc Annual Report 2022

Strategic Report → CFO Review

FY22

£m

FY21

£m

Change

Revenue Stores 228.4 140.5 62.6%

Ecommerce 155.7 201.8 (22.8)%

Wholesale 225.5 213.8 5.5%

Group Revenue 609.6 556.1 9.6%

Gross profit: Stores 161.9 93.6 73.0%

Ecommerce 99.0 117.5 (15.7)%

 Wholesale 81.7 82.0 (0.4)%

Gross profit 342.6 293.1 16.9%

Gross profit margin % 56.2% 52.7% 3.5%pts

Selling and distribution costs (273.6) (258.7) 5.8%

Central costs (57.9) (62.9) (7.9)%

Impairment credit on trade receivables 1.8 3.8 (52.6)%

Other gains and losses 17.0 19.3 (11.9)%

Adjusted operating profit/(loss) 29.9 (5.4) n/a

Adjusted operating margin 4.9% (1.0)% 5.9%pts

Net finance (expense)/income (8.0) (7.2) 11.1%

Adjusted profit/(loss) before tax 21.9 (12.6) n/a

Adjusting items:

Fair value movement on forward contracts 13.7 (4.7) n/a

IFRS 2 charge – Founder Share Plan 0.6 (0.5) n/a

Restructuring and strategic costs – (1.0) n/a

Intangibles write off – (2.1) n/a

OLP and impairment charges (18.3) (15.8) 15.8%

Total adjusting items (4.0) (24.1) (83.4)%

Profit/(loss) before tax 17.9 (36.7) n/a

Tax (expense)/credit 4.8 0.6 700.0%

Profit/(loss) for the period 22.7 (36.1) n/a

Group revenue increased by 9.6% year-on-year to £609.6m,

largely driven by restrictions lifting in our key markets as we

lapped enforced store closures. The reopening of the store

estate and our commitment to a full price stance helped us

CFO REVIEW

‘The reopening of our store estate and our

commitment to a full price stance helped us

to report our first adjusted profit before tax

since before the pandemic.’

Shaun Wills

Chief Financial Officer (CFO)

to report an adjusted profit before tax of £21.9m, the first

adjusted profit the business has made since before the

pandemic. FY22 includes a non-cash gain of £12.6m

(FY21: £0.5m gain), largely in relation to revaluation of foreign

currency assets. In addition, the adjusted profit includes

£16.8m of IFRS 16 lease modification gains (FY21:£14.3m).

The statutory profit before tax is £17.9m, an increase of

£54.6m from the £(36.7)m loss in FY21.

FY22 was a 53-week period and the additional week

accounted for £9.7m of revenue and gross profit of £5.7m.

While we recognise that, under normal circumstances,

comparisons on an equivalent 52-week basis would be

appropriate, given the disruption from Covid-19 we do not

believe the impact is material enough for readers to

misinterpret our results, therefore the below FY22 figures

use 53-week numbers, unless otherwise stated.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Stores

Revenue increased 62.6% year-on-year to £228.4m as we

lapped enforced store closures and restrictions were lifted in

our key markets. However even though the stores were able

to trade for the majority of the year and store days lost were

only 4% in FY22 vs 39% in FY21, footfall remained suppressed

throughout the period, not returning to pre-pandemic levels.

The total store footprint remained roughly in line with FY21,

with 11 net store closures (FY21: 10 net store closures), bringing

the year-end number to 220 stores (FY21: 231) in 12 different

countries. We do not anticipate any material changes in the

overall size of the store estate going forward, but will

continue to assess opportunities and necessary store

closures as they arise.

Store Revenue by Territory

FY22

£m

FY21

£m Change

UK and Republic of Ireland 123.7 57.4 115.5%

Europe 76.5 64.6 18.4%

Rest of World 28.2 18.5 52.4%

Total Store revenue 228.4 140.5 62.6%

Ecommerce

Ecommerce revenue, a combination of sales made through

our owned websites and those made online through third

parties, as a percentage of Retail revenue (defined as the

combined total of Store and Ecommerce revenues) has

decreased by (18.5)% to 40.5% in FY22. This reflects

both the shift back to physical trading, after a period of

heightened online trading while stores were shut, as well as

reduced online promotional activity, which have together

contributed to a decrease of (22.8)% in Ecommerce revenue

year-on-year.

Retail revenue

FY22

£m

FY21

£m Change

Stores 228.4 140.5 62.6%

Ecommerce 155.7 201.8 (22.8)%

Total Retail revenue 384.1 342.3 12.2%

Ecommerce revenue as a

proportion of Total Retail

revenue 40.5% 59.0% (18.5)%

Ecommerce revenue as a

proportion of Group revenue 25.5% 36.3% (10.8)%

At the end of the year, Superdry had 21 branded websites,

translated into 13 languages (FY21: 21, 13) and worked with

30 online third-party partners where we fulfilled orders

(FY21: 32).

Ecommerce Revenue by Territory

FY22

£m

FY21

£m Change

UK and Republic of Ireland 76.8 109.1 (29.6)%

Europe 69.0 78.0 (11.5)%

Rest of World 9.9 14.7 (32.7)%

Total Ecommerce revenue 155.7 201.8 (22.8)%

Wholesale

The majority of our Wholesale revenue is generated in

Europe, which suffered prolonged disruptions from Covid-19

due to the timing of relaxation of social distancing measures.

This led to an increased level of stock carried forward for our

partners. Despite this, we are pleased that Wholesale

revenue was up 5.5% year-on-year, at £225.5m.

At the end of the year, the Group had Wholesale operations

in 53 countries (FY21: 53), including 452 franchise stores

(FY21: 448) and 27 Superdry branded license stores

(FY21: 27).

Wholesale Revenue by Territory

FY22

£m

FY21

£m Change

UK and Republic of Ireland 23.6 31.0 (23.9)%

Europe 148.8 140.9 5.6%

Rest of World 53.1 41.9 26.7%

Total Wholesale revenue 225.5 213.8 5.5%

Gross Margin

As we have said throughout the Annual Report, a key

element of our strategy – and a highlight for FY22 profitability

– has been our move towards a full-price trading stance.

Thefull-price sales mix for Retail has increased 26%pts

driving an increase in total gross margin of 350bps to 56.2%

year-on-year. In addition, the higher mix of Store revenue

has also had a positive impact on the overall gross margin.

There has been a slight decline in wholesale margin driven by

product mix and some wholesale clearance activity driven

by the stock reduction programme.

Gross Margin by channel

FY22

£m

FY21

£m Change

Stores 70.9% 66.6% 4.3%pts

Ecommerce 63.6% 58.2% 5.4%pts

Total Retail Gross Margin 67.9% 61.6% 6.3%pts

Wholesale 36.2% 38.4% (2.1)%pts

Total Gross Margin 56.2% 52.7% 3.5%pts

Total operating costs

FY22

£m

FY21

£m Change

Selling and distribution costs (273.6) (258.7) 5.8%

Central costs (57.9) (62.9) (7.9)%

Impairment credit on trade

receivables 1.8 3.8 (52.6)%

Other gains and losses 17.0 19.3 (11.9)%

Total operating costs

pre-adjusting items (312.7) (298.5) 4.8%

Total operating costs, pre-adjusting items, increased 4.8%

to £312.7m (FY21: £298.5m) and includes store, distribution,

marketing, head office, central and depreciation costs,

impairment credit/(losses) on trade receivables and other

gains and losses.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Selling and distribution costs increased by £14.9m, largely

due to the return of property rates payments which totalled

£12.4m, (FY21: £2.1m) as the government rates holiday came

to an end. The other primary driver was an increase in payroll

of £8.3m as stores reopened, furlough support stopped,

and staff hours began to normalise to pre-pandemic levels.

Inaddition, there was a strategic decision to increase

marketing spend as we worked to improve engagement with

a younger demographic using brand and performance

marketing, and a greater volume of travel and corporate

activity as social distancing restrictions began to relax.

Therehas been continued focus to improve efficiencies

within distribution to partially offset the above costs.

Central costs have reduced by £5.0m, largely due to a non-cash

£12.6m gain (FY21: £0.5m gain) recognised on revaluation of

foreign currency assets in the year, particularly as a result of

the movement in the US Dollar. Central costs, excluding the

impact of FX, increased to £(70.6)m (FY21: £(62.4)m) in line

with normalisation of costs post-Covid.

Reflecting the steady rate of collections against our debtor

book, we recognised a £1.8m impairment credit on trade

receivables (FY21: £3.8m).

Within the above costs, there has been a small reduction in

depreciation and amortisation, the majority of which sits in

selling and distribution costs, of £4.7m to £48.7m, largely as

a result of the diminished net asset balance from prior

yearimpairments.

Other gains and losses pre-adjusting items (which include

royalty income and other income, largely related to lease

renegotiations under IFRS 16) were £17.0m (FY21: £19.3m),

adecrease of (11.9)%. In the prior year there was a significant

accounting gain of £14.3m, compared to £16.8m in FY22.

Also included are the net exit costs of Regent Street, £8.1m.

Other gains and losses pre-adjusting

items

FY22

£m

FY21

£m Change

Royalty income 7.2 4.2 71.4%

IFRS 16 lease modification

and terminations 16.8 14.3 17.5%

Lease termination:

Settlement fee (8.1) – n/a

Other income 1.1 0.8 37.5%

Total other gains and losses

pre-adjusting items 17.0 19.3 (11.9)%

Leases

As disclosed in previous years, most of our leases meet the

requirements to be accounted for under IFRS 16 ‘Leases’.

Where leases are turnover rent only or expire within 12 months,

they are outside the scope of the standard. InFY22, only

£4.4m (FY21: £5.6m) is recognised within Store costs for the

gross rental charge on these leases.

In the current year, prior to the end of the practical expedient

under IFRS 16 in relation to Covid-19-related rent concessions,

we recognised a £4.4m (FY21: £7.7m) credit in Store costs

within the Group Profit and Loss for one-off rent savings in

relation to 82 leases:

FY22 FY21 Change

Lease category

Leases

One-off

saving

Leases

One-off

saving

Leases

One-off

saving

Leases under

IFRS16 69 3.7 62 4.0 7 (0.3)

Leases not

recognised under

IFRS 16 13 0.7 15 1.9 (2) (1.2)

No lease payment

due to Covid-related

closures (not

IFRS16) – – 5 1.8 (5) (1.8)

Total operating

costs pre-

adjusting items 82 4.4 82 7.7 – (3.3)

Rent payments to landlords during FY22 totalled £71.7m

(FY21: £45.4m). The figure was higher in the current year

as a result of £15.7m rent deferrals which were paid

(FY21: £24.0m). As at the end of the year we have £8.2m

remaining rent deferrals which we expect to settle in the next

year or to crystallise as permanent waivers.

At the end of FY22, we had renewed a total of 55 store

leases, out of a store base of 220, for an average lease

commitment of three years at an average reduction of 45%.

We anticipate achieving this level of reduction across the

remainder of the portfolio.

As a reminder, for leases which are recognised under

IFRS16, the benefit of future lease modifications will be

seen in the Group Profit and Loss through a reduction in

depreciation and interest payments and in the Cash Flow

Statement through a reduction in lease payments. In some

cases where the lease liability exceeds the right-of-use

asset, there may also be an element recognised within other

gains and losses on modification (£16.8m in FY22).

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Finance costs

Net finance costs were roughly in line with the prior year at

£8.0m (FY21: £7.2m). £5.1m (FY21: £5.5m) relates to interest

expense on leases under IFRS 16.

Adjusting items

FY22 FY21 Change

Fair value movement on

forward contracts 13.7 (4.7) n/a

IFRS 2 charge – Founder

Share Plan 0.6 (0.5) n/a

Restructuring and

strategiccosts – (1.0) n/a

Intangibles write off – (2.1) n/a

OLP and impairment charges (18.3) (15.8) (15.8)%

Total adjusting items (4.0) (24.1) (83.4)%

Adjusting items relate primarily to store asset net

impairment charges (£16.8m) and an onerous property

related contracts provision charge (£1.5m), totalling £18.3m

(FY21: £15.8m). The net impairment charge of £16.8m has

been allocated between right-of-use assets (£14.4m,

FY21: £7.4m) and property, plant and equipment (£2.4m,

FY21: £3.3m).It reflects management’s view of the impact of

the current macroeconomic climate and the challenges this

is having on disposable incomes, and therefore expected

future footfall.

One other significant item is a £13.7m gain in respect of the

fair value movement in financial derivatives (FY21: £(4.7)m)

to hedge Euro receivables and US Dollar payables, which has

been driven by the movements between the hedging rate

and the spot rates during the period. Further details can be

found on adjusting items in Note 6.

Profit/(loss) before tax

Driven by the reopening of stores, our adjusted loss of

£(12.6)m in FY21 has improved to a profit of £21.9m in FY22.

FY22 includes a £12.6m revaluation of foreign currency

assets in the year (FY21: £0.5m gain).

In addition to the above, the statutory profit before tax, after

accounting for total adjusting items of £(4.0)m (FY21: £(24.1)

m), is £17.9m (FY21: £(36.7)m loss).

Taxation in the period

Our tax credit on adjusted profits is £7.8m (FY21: £3.3m tax

charge on adjusted losses).

Our tax credit on statutory profits is £4.8m (FY21: £0.6m tax

credit on statutory loss).

The Group’s adjusted effective tax rate is lower than the

statutory rate of 19% (FY21: 19%). This is primarily due to the

increase in value of UK deferred tax assets when measured

at the newly enacted UK tax rate of 25% (FY21: 19%),

movements in deferred taxation recognised in respect of

leases, tax losses and the provision made for uncertain tax

positions as required by accounting standards.

The net tax charge on adjusting items totals £3.0m

(FY21: £3.9m tax credit), which arises primarily as a result

of movement on derivative contracts, impairments to the

right-of-use asset values, and impairments to property,

plantand equipment at the balance sheet date.

Profit/(loss) after tax

After adjusting items, Group statutory profit after tax for the

year was £22.7m, compared to a £(36.1)m loss in FY21.

Profit/(loss) per share

Reflecting the profit achieved by the Group during the year,

adjusted basic EPS is 36.3p (FY21: (19.4)p).

The adjusted performance of the business, offset by the

adjusting items outlined above, results in a reported basic

EPS of 27.7p (FY21: (44.0)p) based on a basic weighted

average of 81,879,072 shares (FY21: 82,028,188 shares).

Thedecrease in the basic weighted average numberof

shares is predominantly due to 768,990 shares being

purchased by the Superdry EBT in December 2021.

Theseshares are excluded from the calculation of basic

EPS. This decrease is partially offset by 87,357 5p

ordinaryshares being issued during the year under

BuyAsYou Earn schemes.

Adjusted diluted EPS is 35.0p (FY21: EPS (19.4)p) and diluted

EPS is 26.7p (FY21: EPS (44.0)p. These are based on a

diluted weighted average of 84,977,467 shares

(FY21: 82,028,188 shares).

Dividends

Given the current uncertainty and challenging macroeconomic

environment, and to maintain liquidity, the Board did not

propose an interim dividend and has made the decision not

to recommend a final dividend for FY22.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Cash flow

Cash preservation and liquidity remains a top priority for

the business. The end of pandemic-related support from

governments, a lower than anticipated recovery in consumer

footfall and demand, the shift towards a full-price trading

stance, and the challenging macro environment have

resulted in a drawdown of £18.4m on our ABL financing

facility. Our net debt at the year-end is £(1.0)m, a decrease of

£39.9m since FY21. See Notes 25 and 26 for further details.

FY22 FY21 Change

Operating cash flow

before movements in

working capital 45.4 29.7 52.9%

Working capital movement 1.8 20.4 (91.2)%

Taxes 0.4 2.5 (84.0)%

Net cash generated

from operations 47.6 52.6 (9.5)%

Purchase of PPE and

intangible assets (17.6) (13.6) 29.4%

Net interest paid (8.0) (7.2) 11.1%

Lease incentives – landlord

contributions 6.3 – n/a

Drawdown of ABL facility 164.7 – n/a

Repayment of ABL facility (146.3) – n/a

Purchase of treasury shares (2.0) – n/a

Proceeds of issued

share capital – 0.1 n/a

Repayment of lease liability

principal (66.6) (39.9) 66.9%

Net (decrease) in cash and

cash equivalents* (21.9) (8.0) 173.8%

Cash and cash equivalents

at the beginning of period 38.9 36.7 6.0%

Other (including foreign

currency movement) 0.4 10.2 (96.1)%

Cash and cash equivalents

at the end of period* 17.4 38.9 (55.3)%

ABL Facility (18.4) – n/a

Net Debt (1.0) 38.9 (102.6)%

* Cash and cash equivalents includes overdrafts.

Movements in working capital generated a cash inflow of

£1.8mm (FY21: £20.4m) driven by a decrease in inventories

of £(16.7)m, as we continue to reduce the level of stock in the

business. This has been partially offset by an increase in

trade and other receivables of £13.6m as Wholesale

revenues also increase.

Purchase of Property, Plant and Equipment (‘PPE’) and

intangible assets has increased in FY22 by 29.4% to £17.6m

in line with our investment into digital, with spend largely

focused on the migration of our website platform to

microservices and the replacement of our merchandising

system, which will continue into FY23.

The increase in our repayment of lease liability principal

by 66.9% to £66.6m is due to the payment of £15.7m of

deferred rent, which was held back during store closures as

a result of Covid-19. As at the end of FY22, we have £8.2m

remaining deferred rent which we expect to pay through

FY23, though we anticipate a portion will crystallise as a

permanent benefit as we continue lease negotiations.

Net working Capital

FY22 FY21 Change

Inventories 132.7 148.3 (10.5)%

Trade and other receivables 117.5 102.3 14.9%

Trade and other payables (129.2) (126.5) 2.1%

Total net working capital 121.0 124.1 (2.5)%

Total net working capital decreased (2.5)% to £121.0m as at

the end of FY22, and as proportion of revenue has decreased

from 22.3% to 19.8%.

The continued focus on reducing inventory has seen units

decrease by a further 2.6m units to 12.4m, a 17.3% reduction

year-on-year. The total inventory balance has decreased

10.5% to £132.7m. This is reflective of the reduction in units

offset by a higher average price per unit, which is primarily

the result of a higher mix of more expensive Autumn/Winter

product on hand and a decrease in inventory days from

205.8 to 181.4 in FY22. The inventory balance is net of a

provision of £6.1m (FY21: £9.1m).

Total trade and other receivables increased 14.9% to

£117.5m, in line with the increase in Wholesale revenue.

Totaltrade and other payables have increased 2.1% to

£129.2m largely due to deferred rent for non-IFRS 16 leases

of £0.9m (FY21: £11m) and timing of inventory shipments.

The deferred rent for IFRS 16 leases of £8.2m (FY21: £24m)

is included within lease liabilities.

Internal controls

During FY20 and FY21, a number of accounting and control

issues were identified, many of which are commented upon

in Deloitte’s audit report for each of those respective years.

As a result of this, the Audit Committee undertook a review

of the internal controls environment which led to the design

and implementation of a multiyear remediation plan for the

finance department. This plan was focused on month-end

controls, particularly around inventory, accounts payable

and cash, finance automation and new system design and

implementation. Whilst progress has been made on some

areas over the first year of this plan, which has focused on

redefining processes and undertaking groundwork, it has

been slower than desired and there have been further

significant weaknesses identified during the year-end

process this year, specifically in inventory and accounts

payable. The remediation programme for these new issues

will be layered into the existing plan. It is anticipated that

during FY23, the systems implementation phase, progress

1. ’Lost store days’ calculated as the simple average number of stores

closed each day of the period as a percentage of total potential trading

days in the period, excludes impact of restricted trading hours.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

will be accelerated as new tools with inbuilt controls are

introduced to the business. These new systems will increase

the level of automation and standardisation in the Group’s

processes, helping to ensure the control environment is

appropriate and sustainable in the long-term. To date,

Blackline, automatic balance sheet reconciliation software,

SoftCo, a company-wide purchase order and accounts

payable automation system and an upgrade to the Cognos

financial planning system have already been completed.

However, it will take time to fully implement and embed the

system and process changes needed to ensure the Group

has an effective internal control environment and until then,

the Group will continue to be reliant on a number of manual

reviews and reconciliation controls which need to be

improved as a matter of urgency.

The combined controls remediation programme and finance

transformation plan remains one of the top priorities for the

finance department, Audit Committee, and the wider

business throughout FY23 and beyond and will be over-

resourced in the near term to ensure improvements are

delivered through the current financial year and eventual

completion of the programme in FY24. Further details can be

found in the Audit Committee report on page 98.

Outlook

We remain cautious about the near future as we continue to

face a challenging macroeconomic environment, high levels

of inflation, and the potential impact of these on consumer

spending patterns. However, we continue to make good

progress across our strategic pillars, and we believe these

initiatives will help to offset some of that potential risk. I would

also like to highlight the importance of refinancing our Asset

Backed Lending facility which expires at the end of January

2023 and is covered in more detail in the Assessment of

Group Prospects below.

We have maintained good inventory availability across

the Group, despite predicted supply chain issues,

which has allowed us to launch our AW22 season in

line with our expectation. We expect revenues to continue

to recover throughout FY23, although still not reaching

pre-pandemic levels.

Increasing cost inflation, exacerbated by the conflict in

Ukraine, is likely to put pressure on operating margins across

each of our territories. The Group has taken action to hedge

energy costs – with the majority of UK energy fixed until

Summer 2024 and the remaining European requirement

fixed until the end of December 2022, but expects to see

inflation across other areas of the cost base. We expect to

deliver an adjusted profit before tax of between £10m and

£20m in FY23.

Assessment of Groups Prospects

Going concern

Background and context

The financial position of the Group, its cash flows and

liquidity position are set out in the financial statements.

Furthermore, the Group financial statements include the

Group’s objectives and policies for managing its capital,

itsfinancial risk management objectives, details of its

financial instruments and exposure to credit and liquidity

risk(please refer to note 34).

Like many businesses in the retail sector, Superdry has been

through a period of unprecedented challenges over recent

years. The global pandemic resulted in the enforced closure

of stores, with many trading days lost. The principal impact

of Covid-19 in FY22 was from the emergence of the Omicron

variant in December 2021, which resulted in significantly

reduced footfall during the key Christmas trading period, and

predicted supply chain capacity issues in China, which

necessitated early order placement for Autumn/Winter22.

Despite a resurgence of store visits in many European

countries following vaccination programmes and the lifting

or easing of restrictions in Superdry’s key markets, footfall

has still not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half

of FY22, and whilst the Group was not directly impacted, the

lasting effects of the pandemic on supply chains, the

resultant input price inflation and the consequential impact

on consumer confidence has increased the uncertainty in

our forecasts, particularly in the short term, and therefore

further challenges, our ability to achieve the brand reset and

the financial objectives in our plan.

In response to the challenging macroeconomic conditions

and to partially offset the adverse impacts above, there are

several key mitigations that the Group has undertaken:

• Price rises ranging from 4%-6% across AW22 and SS23

and the introduction of delivery charges for all online orders.

• Increasing the mix of core product, which has a life of

more than one season, and consequently reducing the

clearance and buy cycle, which remains our largest

cashmitigation.

• Re-introducing targeted clearance activity in our stores.

• Identified a number of operational savings and cost

efficiencies across the Group.

• Recognised £4.4m of one-off rent savings in FY22

relating to the disrupted periods during Covid-19.

Theseone-off rent benefits are in addition to the ongoing

lease renewal savings that have been achieved to date,

which we expect to continue to be realised as we review

our store estate.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Borrowing Facilities

The Group has an up to £70m Asset Backed Lending Facility

(ABL) which expires in January 2023 and an uncommitted

overdraft facility of up to £10m available on a rolling annual

basis. At the year-end, £18.4m of the ABL facility had been

drawn down, £3.1m of the overdraft had been utilised, and

the Group had a net debt balance of £(1.0)m. The maximum

drawdown on the ABL facility was £21m in October 2021, as

peak working capital coincided with the need to weather the

impact of temporary closures in the EU and continuing

suppressed footfall across all markets.

As at 1 October 2022, which coincides with the Group’s

working capital peak, the Group had drawn down £45.3m

with a net debt balance of £38.9m.

As the overdraft is uncommitted, it has not been

considered by the Directors as part of the going concern

or viability assessment.

The covenants on the ABL facility are tested quarterly, with

the next test due at the end of October 2022 and then again

in January 2023, albeit this is the date the facility expires.

These are based around the Group’s adjusted fixed charge

(rent and interest) and are calculated on a ‘frozen GAAP’

basis and hence unaffected by IFRS 16 ‘Leases’.

Base case

The Group’s going concern assessment covers the 12-month

period from the date of approval of the financial statements,

derived from the latest FY23 and FY24 forecasts in the

Group’s medium term financial plan (the ‘Plan’). As the

long-term effects of Covid-19 and the more short-term

escalating cost-of-living crisis continue to impact the wider

retail sector and the Group, our trading outlook has been

adjusted to reflect these uncertainties. The most significant

assumptions in this revised set of projections are:

• All trading channels benefit from ongoing product

improvements, operational initiatives and marketing

activity to support the brand reset which began in

October 2020, the full benefit of which is not yet realised,

given the challenging macroeconomic environment.

Thisbenefit is offset by pressure on all trading channels

as a result of the cost-of-living crisis impacting

consumerspending.

• Store trading is predicted to improve year-on-year with

footfall recovering steadily over the duration of FY23 and

through FY24 as stores remain fully open across all

geographies, and consumer demand gradually returns,

though stabilising at a lower level than previously

forecast, and below pre-Covid-19 levels. Profitability will

be in line with FY22, with the impact of re-introduced

targeted clearance activity, largely offset by the recurring

benefits of renegotiated leases.

• Ecommerce revenues will benefit from investments to

improve the website user experience following the

migration to a microservices platform, which was fully

implemented by August 2022 and will improve in

conversion rates and basket values, as well as facilitate

the launch of additional partner programmes.

• Wholesale revenues begin to modestly recover in FY23

and throughout FY24, with a return to order book growth,

reflecting a steady recovery from the pandemic-impacted

trading of FY20-FY22. This will continue to be impacted by

the ongoing economic uncertainty globally, but particularly

across our biggest Wholesale market in Europe.

• Cost inflation pressures are assumed to be largely offset

with price increases of 4-5% for Autumn/Winter22 and

5-6% for Spring/Summer23 and the implementation of

delivery charges for online orders.

• Continued investment in marketing will result in increased

spend across FY23 and FY24.

In assessing the Group’s going concern status the Directors

considered the base case (with the assumptions outlined

above) and a number of other forecast scenarios, all of which

include a requirement for a financing facility, albeit for short

periods of time, in line with our working capital cycle.

Reverse Stress Test

Given the base case reflects the results of the turnaround

plan and due to the current macroeconomic uncertainties

already discussed, the Group has modelled a ‘reverse stress

test’ scenario up to the end of January 2023 when the

current ABL facility expires, to ensure there is sufficient

headroom on the facility and covenant tests to allow the

Group to operate within the agreement until this point.

The reverse stress test calculates the necessary shortfall to

sales forecasts in the Plan, net of feasible mitigating actions,

that would create a situation where the Group either:

• Requires additional sources of financing, in excess of

those that are committed; or

• Breaches the lending covenants on the existing facility.

Given the headroom over the available facility until the

end of January 2023 and the encouraging trading we

have seen over recent weeks following the launch of our

Autumn/Winter22 collection, as well as our proven ability

to effectively manage cash, the Directors consider the

likelihood of breaching the facility limit or the associated

covenant tests prior to the expiry, to be remote.

This assessment is linked to a robust assessment of the

principal risks facing the Group, and the reverse stress test

reflects the potential impact of these risks being realised.

The principal risks are outlined in the How We Manage Our

Risks section on page 53.

Superdry plc Annual Report 2022

Strategic Report → CFO Review

Ongoing Discussions

As noted above, the existing ABL facility is due to expire in

January 2023. The terms of the agreement state that an

extension of the existing ABL facility can only be formally

requested 60 days before expiry of the initial term. The

Directors’ believe they will be able to secure committed

financing prior to the end of the current arrangement and are

in positive discussions with a number of prospective lenders.

An agreement to a new committed facility is critical in both

delivering the planned business performance and also

concluding on going concern.

The Directors’ consider that the current up to £70m facility is

sufficient, until expiry in January 2023. Projections show the

business will be cash positive for a large part of FY23 and

FY24, but the seasonal stock buy for both retail and

wholesale does mean that a facility during the peak working

capital cycle from August through to early September.

Summary

After considering the forecasts, sensitivities and mitigating

actions available and having given due regard to the risks,

uncertainties and continued challenges in the macro

environment, the Directors note that until those discussions

conclude on the future funding facility, there exists a

material uncertainty. This may cast significant doubt over

the Group’s ability to continue as a going concern until said

funding is secured and therefore, the Group may not be able

to realise its assets and discharge its liabilities in the normal

course of business.

The material uncertainty relates to:

• going concern regarding secured funding, as the current

funding facility is in place for less than 12 months

following the date of signing and the base case cash flow

forecast indicates that funding will be required in the

going concern period.

The financial statements have been prepared on a going

concern basis, whilst noting the material uncertainty above.

Viability Statement

In line with the UK Corporate Governance Code, the

Directors have assessed the prospects of the Group over a

longer period than that required by the ‘going concern’

provision. The Directors have assessed the viability of the

Group over the five-year period through to FY27 using the

medium-term financial plan. The five-year viability period

coincides with the Group’s strategic review period. The Plan

assumes the successful implementation of the turnaround

strategy to reset the brand, reversing the decline in

performance which began in FY19 and has been exacerbated

by the impact of Covid-19 and the cost-of-living crisis, and

return the Group to historic profit margins whilst delivering

long term growth. However, the Directors recognise that

the prevailing conditions make it challenging to forecast

future outcomes.

The viability assessment has considered the potential

impact of the principal risks on the business, in particular

future performance (including the success of the brand reset

and turnaround strategy, and the broader economic recovery)

and liquidity over the duration of the Plan. In making this

statement, the Directors have considered the resilience of

the Group under various market conditions, together with

the effectiveness of any mitigating actions and the

availability of financing facilities.

The assessment has been made, at the date of signing these

accounts, with reference to:

• The Group’s financial position at the year ended 30 April

2022 including the current and forecast funding position

and the Directors’ expectation that funding will be

available, notwithstanding the need to refinance when the

existing facility ends in January 2023;

• The Group’s strategy and business plan;

• The Board’s risk appetite;

• The Group’s principal risks and uncertainties and how

these are identified, managed and mitigated;

• The Group’s going concern assessment; and

• The external environment that the Group operates within.

The Group is still profitable and is projected to be so

throughout the life of the Plan. In the short term, the

viability of the Group is impacted by the financing issues,

including the need for funding, discussed in the Going

Concern section.

Whilst recognising the challenging retail environment will

increase the risks and costs around the future refinancing of

this facility, based on current market conditions and the

proven ability to manage cash during the pandemic, the

Directors believe that Superdry has the appropriate plans,

current assets and mitigations in place to maximise the

prospects of a successful renewal in advance of the January

2023 ABL expiry. The viability assessment therefore

assumes that the Group renews the facility and sufficient

funding is available over the duration of the viability period.

Based on this assessment, the Directors have a reasonable

expectation that the Group will have sufficient resources to

continue in operation and meet its liabilities as they fall due

over the period to April 2027, taking into account the need to

resolve the material uncertainty relating future financing.

However, a significant sustained downturn either in the wider

economy or through strategic failure, a failure to renew the

committed financing facility in January 2023 or the facility

not being available over the whole viability period, would

threaten the viability of the business over this five-year

assessment period.

Julian Dunkerton

Chief Executive Officer

6 October 2022

Shaun Wills

Chief Financial Officer

6 October 2022

1. Net full price sales from full price channels, excluding mark-down

product but including basket building mechanics (e.g., 3 for 2 offers).

Superdry plc Annual Report 2022

Governance → Board of Directors

BOARD OF DIRECTORS

Julian Dunkerton

Executive Director

Appointed: 2 April 2019

Tenure: 3 years 6 months

Julian co-founded Superdry in

2003 and went on to build a global

retail business and brand with a

reputation for quality, fit, design,

and value for money. In 2010, Julian

led the successful float of Superdry

on the London Stock Exchange at

an initial value of £400m.

In 2015, Julian stepped down from

his role as Chief Executive,

returning to Superdry in April 2019,

and he was appointed permanent

CEO in December 2020.

Julian continues to focus on brand

and design and is an ambassador

for sustainability.

Contribution to the long-term

success of Superdry

Julian has huge passion for and

commitment to the Superdry brand

and has substantial knowledge of

Superdry products and markets.

Julian leads on sustainability.

Peter Sjölander

Chairman

Appointed: 29 April 2021

Tenure: 1 year 5 months

Peter was CEO of Helly Hansen

from 2007 to 2015, where he

delivered a step change in the

performance of the brand, driving

its transition from being a business

focused on its local Scandinavian

markets to a globally recognised

brand. Earlier in his career, Peter

spent 13 years at Nike in a number

of leadership roles across

marketing, product and general

management, working in the

Nordics, Netherlands and USA at a

time of rapid growth for the brand.

Following that, Peter joined

Electrolux where he was responsible

for brand and product, driving a

shift from an industrial agenda

to a consumer-centric one.

He is currently a Non-Executive

Director of Dometic Group AB

(listed in Sweden).

He is also a senior adviser to Altor

Equity Partners and EQT Group.

Contribution to the long-term

success of Superdry

Peter brings international, brand,

turnaround and digital expertise and

leadership to the Superdry Board.

Shaun Wills

Executive Director

Appointed: 26 April 2021

Tenure: 1 year 5 months

Shaun joined Superdry in April 2021

and brings over 30 years’

experience gained in a number of

household-name clothing brands

and retailers, most recently as

Finance Director of Marks and

Spencer’s Clothing and Home

division. He has operated in both

fast-growth and turnaround

situations and is well versed in

digital transformation and the

complexities of international

expansion. As well as having held a

number of CFO roles, he has also

held leadership roles in Ecommerce,

strategy, merchandising, property

and logistics, and has experience

as CEO of a multi-brand business.

Shaun is a member of the Chartered

Institute of Management

Accountants.

Contribution to the long-term

success of Superdry

Shaun’s significant retail

and financial experience in

transformation environments

provides the Board and the

Company with strong

financial leadership.

Helen Weir

Independent

Non-Executive Director

Appointed: 11 July 2019

Tenure: 3 years 3 months

Helen is the Senior Independent

Director, Chair of the Nomination

Committee and is also the

designated NED for colleague

engagement. She has extensive

experience of both publicly quoted

companies and retail businesses,

having been Finance Director of

Marks and Spencer, John Lewis,

Lloyds Bank (where she was also

the CEO of the Retail Bank) and

Kingfisher. Helen is a member of the

Supervisory Board of Koninklijke

Ahold Delhaize N.V. where she

chairs the Governance and

Nomination Committee, a

Non-Executive Director of

Greencore Group, where she chairs

the Audit Committee, and a

Non-Executive Director and Chair

Designate of National Express

Group Plc. Her previous non-

Executive roles include SABMiller,

Royal Mail, and Just Eat. Helen is a

Fellow of the Chartered Institute of

Management Accountants and was

awarded a CBE for services to

Finance in the 2008 honours list.

Contribution to the long-term

success of Superdry

Helen’s extensive financial and retail

experience, her commitment

to colleague engagement and her

work with the SD Voice.

NA R

We have an experienced Board which works with the Executive Committee to ensure that

information flows facilitate stakeholder focused decision-making, and that our governance

enables Superdry to achieve its strategic goals.

Superdry plc Annual Report 2022

Faisal Galaria

Independent

Non-Executive Director

Appointed: 29 July 2019

Tenure: 3 years 2 months

Faisal brings extensive digital

expertise to the Superdry Board.

Faisal is the CEO of Blippar, a global

Augmented Reality technology

company. Previously, he was the

Chief Strategy and Investment

Officer of GoCompare Group,

where he helped lead its listing on

the London Stock Exchange in

November 2016 and oversaw

several successful acquisitions.

Hehas held senior roles at a number

of leading global digital businesses

including Spotify, Kayak.com and

Skype and has extensive experience

in management consulting, as a

partner at Alvarez & Marsal

andAndersen.

Faisal is not standing for re-election

at this year’s AGM.

Georgina

Harvey

Independent Non-Executive

Director

Appointed: 29 July 2019

Tenure: 3 years 2 months

Georgina is an experienced

Non-Executive Director and

is a member of of the Board of

Capita plc, where she is the Senior

Independent Director and Chair of

Remuneration Committee, and a

member of the Board of McColls

Retail Group plc. Prior to developing

her portfolio career, Georgina spent

seven years as managing director of

Regionals at Trinity Mirror, sitting on

the Executive Committee.

Contribution to the long-term

success of Superdry

Georgina’s commercial experience

and specialist knowledge of and

leadership on remuneration

matters, including investor

consultation on remuneration

policy. Georgina has spent

additional time working with our

Global Sourcing and Sustainability

Director on sustainability matters.

Alastair

Miller

Independent Non-Executive

Director

Appointed: 11 July 2019

Tenure: 3 years 2 months

Alastair is a Non-Executive Director

of NewRiver REIT plc, a property

investment company specialising in

retail assets, where he is the Senior

Independent Director and Chairman

of the Remuneration Committee.

Alastair was Chief Financial Officer

at New Look from 2000 until 2014

and was one of the MBO team who

helped take the company private

in 2004 and led a number of

subsequent refinancings.

Previously, he was the Group

Finance Director at RAC, having

joined from Price Waterhouse

where he was a management

consultant. Prior to that he was

Finance Director of a company

within the BTR plc Group. Alastair

qualified as a Chartered Accountant

with Deloitte Haskins and Sells and

holds a BSc in Economics.

Contribution to the long-term

success of Superdry

Alastair’s experience in finance

and audit, his leadership of the

Audit Committee and his work with

the Executive Team on finance and

audit related matters.

Audit Committee

Remuneration Committee

Nomination Committee

Chair of Committee

Election or re-election at AGM

Board/

Committee

member Election

Re-

election

Peter Sjölander ●

Julian Dunkerton ●

Shaun Wills ●

Faisal Galaria

Georgina Harvey

●

Alastair Miller ●

Helen Weir ●

A R NA R NR N

Ruth Daniels

Group General Counsel

and Company Secretary

Appointed: 3 February 2020

Ruth joined Superdry in

February 2020 and brings

30 years of legal, governance

and commercial experience

from private practice, as well as

in-house roles at Ancestry.com,

CPA Global and Global Media &

Entertainment. Ruth has acted

for key brands and brings

extensive experience of working

in digital and international

environments, as well as those

undergoing transformation.

Before qualifying as a lawyer,

Ruth began her career in Retail.

Governance → Board of Directors

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

CHAIR’S GOVERNANCE STATEMENT

This Corporate Governance

Report includes:

• Director and officer biographies (pages 76 to 77);

• Statement of compliance with the Code and a

description of how the Code principles have been

applied to Superdry (pages 80 to 85);

• Governance Framework (page 86);

• Board activities and discussions (pages 88 to 89); and

• The reports of the Nomination (page 94), Audit

(page98) and Remuneration (page 106) Committees.

The governance priorities of the Board

in FY22 have been:

• Continuing to work with the Executive Committee to

guide the strategy and to identify and monitor the key

business processes which will impact the successful

delivery of our strategy;

• Continuing to monitor progress of the internal controls

framework review, the responsibility for which has

been delegated to the Audit Committee – please see

page 100 for details;

• Promoting good information flows between the Board

and the Executive Committee and ensuring that

actions are followed up on a timely basis;

• Establishing a Technology Committee;

• Nurturing culture and promoting diversity and inclusion;

• Independently facilitated external Board evaluation

and objective setting; and

• Continued compliance with the Code.

I am pleased to report that Superdry’s

governance framework has continued to

serve the Group well in FY22. My fellow

Directors and I have continued to guide

and support the Executive Committee

during my first full year as Chair of

Superdry plc. On the pages that follow,

our governance frameworks and how

the Board and its Committees have

operated and engaged with the Executive

Committee and senior leadership, have

been described in order to show that the

Board continues to perform effectively.

Peter Sjölander

Chair, Superdry plc

Corporate governance statement

of compliance

The Group is subject to the UK Code of Corporate

Governance (the ‘Code’) which was issued by the FRC in

2018. For the year ended 30 April 2022, the Board considers

that it has fully complied with the Code. This report, together

with the reports of the Audit, Nomination and Remuneration

Committees and the other statutory disclosures, provides

information about our governance structures and Code

compliance; the table on pages 80 to 85 ‘Applying the

principles of the Code to Superdry’, explains in detail how we

have applied each principle and where in this report you can

find further information.

Peter Sjölander

Chair, Superdry plc

6 October 2022

Board independence

Not

Independent 2

Independent 5

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

GOVERNANCE AT A GLANCE

Board diversity information

Gender diversity

Females 2

Males 5

Ethnic diversity

White

Swedish 1

White

British 5

Asian

British 1

Board meeting attendance FY22 (25 April 2021 – 30 April 2022)

The Board held six scheduled meetings in FY22. The attendance of Board and Committee members is set out in the table

below. The Chair ensures that regular meetings are also held with the Non-Executive Directors, without the presence of the

Executive Directors.

Board/Committee member Member since

Board

No. of scheduled

meetings attended

Audit Committee

No. of scheduled

meetings attended

Nomination

Committee

No. of scheduled

meetings attended

Remuneration

Committee

No. of scheduled

meetings attended

Technology

Committee

No. of scheduled

meetings attended

Peter Sjölander 29 April 2021 6/6 N/A 3/3 N/A 5/5

Julian Dunkerton 2 April 2019 6/6 N/A N/A N/A 4/5

Shaun Wills 26 April 2021 6/6 N/A N/A N/A 5/5

Faisal Galaria 29 July 2019 6/6 3/3* 3/3 6/6 5/5

Georgina Harvey 29 July 2019 6/6 5/5 3/3 6/6 N/A

Alastair Miller 11 July 2019 6/6 5/5 3/3 6/6 N/A

Helen Weir 11 July 2019 6/6 5/5 3/3 6/6 5/5

* Faisal Galaria stepped down from the Audit Committee on 19 November 2021.

Directors’ skills matrix

International

experience

Strategy and

transformation

1 4

Technology/

Digital/

Ecommerce

2 4

Retail/

Consumer/

Commercial

1 2 4

Brand

1 2 3 4

Financial/

Accounting

1 2 3 4

Regulatory

environment/

Listed/

Governance

1 2 3 4

Supply chain/

Logistics

3 4

Sustainability

1 3

HR/

People

Risk

management

1 2 3 4

Peter Sjölander ● ● ● ● ● ● ● ● ● ●

Julian Dunkerton ● ● ● ● ●

Shaun Wills ● ● ● ● ● ● ●

Faisal Galaria ● ● ● ● ●

Georgina Harvey ● ● ● ● ● ●

Alastair Miller ● ● ● ● ● ●

Helen Weir ● ● ● ● ● ● ● ●

Key – Link to strategic objectives:

1. Inspire through product and style

2. Engage through social

3. Lead through sustainability

4. Make it Happen

Superdry plc Annual Report 2022

Applying the principles of the Code to Superdry

The following pages explain how we have applied the principles of the Code to Superdry and where further information can

befound.

1. Board Leadership and Company Purpose

Code principles How we have applied the principles and where further

information can be found

A: A successful company

is led by an effective and

entrepreneurial board, whose

role is to promote the long-

term sustainable success

of the company, generating

value for shareholders and

contributing to wider society.

Board biographies containing details of the skills and relevant entrepreneurial experience

of our Board members are on pages 76 to 77.

Our Governance Framework section on page 86 explains the governance structure, how

authority is delegated, and how decisions have been reached. The activities of the Board in

FY22 are set out on pages 88 to 89.

The effectiveness of the Board is judged each year as part of the annual Board evaluation.

Details of the FY22 independent external Board evaluation, a comprehensive interview-

based assessment conducted with the Board, Executive Committee and Company

Secretariat, are on page 90. Progress on FY22 Board objectives and details of objectives

set for FY23, as a result of that evaluation, are on pages 90 to 91.

Our Section 172 Statement and stakeholders are set out on pages 26 to 33. The Section

172 Statement explains how the principal decisions made by the Board in FY22 promoted

the long-term sustainable success of the Group and generated value for shareholders and

wider society. Further details of the activities of the Board and its Committees can be

found in this Corporate Governance Report and in the reports of the Nomination (page 94),

Audit (page 98) and Remuneration (page 106) Committees.

The following sections of this Annual Report contain details of our financial performance

and KPIs, business model and strategy: CFO Review page 68, KPIs pages 23 and 24,

business model pages 12 and 13, strategy pages 19 to 22 and financial results pages 148

to210.

The Sustainability Report on pages 40 to 46, considers our sustainability performance and

contains sustainability metrics and comparative information. Superdry also publishes a

separate Sustainability Report and its sustainability and ethical trading policies, at

corporate.superdry.com. The TCFD disclosure on page 34 explains how we govern and

consider climate change risk.

The People report on page 47 explains how Superdry is working to enhance its employee

value proposition and how Superdry contributes to its communities.

B: The board should establish

the company’s purpose, values

and strategy, and satisfy itself

that these and its culture are

aligned. All directors must act

with integrity, lead by example

and promote the desired culture.

Our purpose is ‘To inspire and engage style-obsessed consumers, while leaving a positive

environmental legacy’ and has been approved by the Board. Our Superdry values and

culture are set out in the People Report on page 47.

Our business model is on pages 12 and 13 and our strategy is on pages 19 to 22.

OurSustainability Report on pages 40 to 46 demonstrates our commitment to

sustainablepractices which align with our purpose and strategy.

The Board Diversity and Inclusion Policy on page 97 sets out the Board’s statement on

diversity and inclusion.

The Board biographies on pages 76 to 77 provide further details of our Board members and

their professional backgrounds and experience. Each Non-Executive Director has a service

contract in place which contains standard terms relating to their statutory duties, their role

and responsibilities and the values and standards of behaviour that are expected of them.

Our induction process includes briefings on behavioural expectations and relevant codes of

practice and policies and procedures, such as our Share Dealing Code and Policy, are given

to Directors as part of their onboarding process.

Our Board has access to Workplace, a Company-wide communications and information

sharing tool. The Board has appointed a designated independent NED for workforce

engagement and reviews the results of our regular Pulse surveys to allow them to monitor

culture. Presentations have been made to the Board by the SD Voice and the Diversity and

Inclusion group. Please see the People report for further information (page 47).

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

1. Board Leadership and Company Purpose (continued)

Code principles How we have applied the principles and where further

information can be found

C. The board should ensure

that the necessary resources

are in place for the company

to meet its objectives and

measure performance against

them. The board should also

establish a framework of

prudent and effective controls,

which enable risk to be

assessed and managed.

Please refer to the CEO Review on page 16 , CFO Review on page 68, KPIs on pages 23 and

24 and Financial Statements from page 148 for full details of our financial performance.

How We Manage Our Risks on pages 53 to 67 discusses our risks and the systems for risk

management and the Audit Committee Report on page 98 sets out the work of that

Committee, the internal controls framework and the work that has been completed on our

internal financial controls.

The Board receives CEO, finance and risk updates at each of its scheduled Board meetings

where KPIs are monitored closely. The Board also receives weekly sales reports from the

CFO in order to monitor sales performance.

D. In order for the company to

meet its responsibilities to

shareholders and stakeholders,

the board should ensure

effective engagement with,

and encourage participation

from, these parties.

Our Section 172 Statement and our stakeholder table on pages 26 to 33 provide details of

our stakeholders, what matters to them, the mechanisms for engagement with them, and

how stakeholder feedback, including from shareholders, reaches the Board and Executive

Committee and how that feedback is considered when making decisions.

The People report on page 47 provides further details on colleagues and communities as

stakeholder groups, including how we obtain feedback from our workforce and how we

communicate effectively with them.

Our Sustainability Report on pages 40 to 46 provides details of our sustainability

performance and our TCFD disclosure on page 34 explains how we are considering and

governing climate change risk.

E. The board should ensure

that workforce policies and

practices are consistent with

company values and support

its long-term sustainable

success. The workforce should

be able to raise any matters

ofconcern.

Further details of our policies and procedures can be found at corporate.superdry.com and

the People report on page 47 has details of training and values.

The Directors’ Remuneration Report on page 106 contains further information on

Remuneration Policy and the work of the Remuneration Committee in monitoring

workforcepay.

The Section 172 Statement and stakeholder information on pages 26 to 33 provide

information about how the Board and Executive Committee’s decision-making processes

influence the long-term sustainable success of the Group.

Further information about the SD Voice, presentations to the Board and interactions with

the workforce designated NED can be found in the People report on page 47.

Details of our independent confidential whistleblowing line and Whistleblowing Policy can

be found on page 99.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

2. Division of Responsibilities

Code principles How we have applied the principles and where further

information can be found

F. The Chair leads the board

and is responsible for its

overall effectiveness in

directing the company. They

should demonstrate objective

judgement throughout their

tenure and promote a culture

of openness and debate. In

addition, the Chair facilitates

constructive board relations

and the effective contribution

of all NEDs, and ensures that

Directors receive accurate,

timely and clear information.

Board policies and processes are in place to ensure that the Board functions effectively

and efficiently (for example the annual Board evaluation process, the division of

responsibilities between the Chair and Senior Independent Director, and Matters Reserved

for the Board, available at corporate.superdry.com.

This Corporate Governance Report contains details of Board balance, the division of

responsibilities, how authority is delegated and the independence of the Chair and the

NEDs (see Board biographies on pages 76 to 77).

The annual Board evaluation considers the effectiveness of the Chair, of each Director and

of the Board as a whole. The evaluation also examines the quality of Board packs and

information flows between the Board and the Executive Committee and the dynamics at

work in the Boardroom. For full details of the Board evaluation conducted in FY22, please

see page 90.

The Chair works with the Company Secretariat to plan agendas for Board meetings and

ensures that Directors receive the right information on a timely basis.

G. The board should include an

appropriate combination of

executive and non-executive

(and, in particular, independent

non-executive) directors, such

that no one individual or small

group of individuals dominates

the board’s decision-making.

There should be a clear division

of responsibilities between the

leadership of the board and the

executive leadership of the

company’s business.

The Board biographies, indicating independence, are on pages 76 to 77 and an

independence chart is on page 78.

The Non-Executive Directors were independent on appointment and continue to be

considered independent. The Chair was independent on appointment. Independence is

reviewed on a continual basis by the Chair with reference to the registers of directorships

and Directors’ conflicts of interest and on an annual basis as part of the annual

Boardevaluation.

At least one third of the Board are independent Non-Executive Directors.

The Chair facilities open and frank discussions during Board and Committee meetings,

where debate and challenge is encouraged, and decisions are reached collectively.

The Schedule of Matters Reserved for the Board can be found at corporate.superdry.com.

A Delegation of Authority matrix is in place and was reviewed and updated in May 2022.

The Chair meets regularly with the NEDs without the presence of Executive Directors to

discuss Board matters.

H. Non-executive directors

should have sufficient

time to meet their board

responsibilities. They should

provide constructive challenge,

strategic guidance, offer

specialist advice and hold

management to account.

The existing commitments of NEDs are reviewed prior to joining the Board.

Service contracts clearly set out the duties, responsibilities and expected time

commitments of NEDs. Anticipated time commitments are discussed with candidates at

interview and as part of our induction process.

The time commitments of NEDs and of the Chair are also considered as part of the annual

Board evaluation – please refer to page 90 for further details.

Board biographies outlining the experience of each NED are on pages 76 to 77. The Board

skills matrix is on page 79. Our Board and Committee attendance table is on page 79.

The Board activities table for FY22 is on pages 88 and 89 and provides an overview of the

discussions at Board meetings in FY22 and in early FY23.

I. The board, supported by the

Company Secretary, should

ensure that it has the policies,

processes, information, time

and resources it needs in

order to function effectively

andefficiently.

The FY22 external Board evaluation results are on pages 90. The quality of information

provided to the Board in Board packs and reports was considered as part of that review.

The Company Secretariat supports the Board in its work and receives regular feedback

from the Chair and the NEDs on the quality and appropriateness of information, supplying

further information on request and working with the Executive Committee to provide more

detailed or specific information when necessary.

Induction packs contain a range of Company policies and processes, such as the Share

Dealing Code and Policy, Anti-Bribery and Corruption Policy and Whistleblowing Policy.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

3. Composition, Succession and Evaluation

Code principles How we have applied the principles and where further

information can be found

J. Appointments to the board

should be subject to a formal,

rigorous and transparent

procedure, and an effective

succession plan should be

maintained for Board and

senior management. Both

appointments and succession

plans should be based on merit

and objective criteria and,

within this context, should

promote diversity of gender,

social and ethnic backgrounds,

cognitive and personal strengths.

The processes for appointments to the Board and to the Executive Committee are set out

in the Nomination Committee Report on page 94.

Succession planning is included in the annual programme of works for the

NominationCommittee.

The annual Board evaluation considers Board balance, composition and succession

planning – details of that evaluation and its results can be found on page 90.

Board biographies are on pages 76 to 77, our Board skills matrix page is on page 79 and

Board diversity information is on page 79.

The Board Diversity and Inclusion Policy and statement is in the Nomination Committee

Report on page 97.

K. The board and its

committees should have

a combination of skills,

experience and knowledge.

Consideration should

be given to the length of

service of the board as

a whole and membership

regularly refreshed.

Please refer to the Board biographies on pages 76 to 77 where tenure is set out, and the

Board skills matrix on page 79. The annual Board evaluation considers the balance of skills,

knowledge and experience of Board members.

The processes for appointments to the Board are in the Nomination Committee Report on

page 96.

Consideration of tenure is carried out annually by the Nomination Committee, please refer

to page 95, and is also reviewed as part of the Board evaluation, please refer to page 90 for

further details.

L. Annual evaluation of the

board should consider its

composition, diversity and how

effectively members work

together to achieve objectives.

Individual evaluation should

demonstrate whether each

director continues to

contribute effectively.

Please refer to details of the FY22 Board evaluation, results and objective setting on pages

90 and 91. Please also refer to the Board biographies on pages 76 to 77 which sets out the

continuing contributions of each Board Director with reference to re-election at the

forthcoming AGM.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

4. Audit, Risk and Internal Control

Code principles How we have applied the principles and where further

information can be found

M. The board should establish

formal and transparent policies

and procedures to ensure the

independence and effectiveness

of internal and external audit

functions and satisfy itself on

the integrity of financial and

narrative statements.

Please refer to the Audit Committee Report on page 98 and to the Audit Committee

terms of reference available at corporate.superdry.com.

N. The board should present a fair,

balanced and understandable

assessment of the company’s

position and prospects.

Our fair, balanced and understandable statement is on page 131. For further details

please turn to the CEO Review on page 16, the CFO Review on page 68, How We

Manage Our Risks on page 53, the Financial Statements from page 148 and the

Independent Auditor’s Report on page 132.

O. The board should establish

procedures to manage risk,

oversee the internal control

framework, and determine the

nature and extent of the principal

risks the company is willing to take

in order to achieve its long-term

strategic objectives.

Please refer to How We Manage Our Risks on page 53, to the Audit Committee Report

on page 98 and to the Board activities and discussions in FY22 table on pages 88

and89.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

5. Remuneration

Code principles How we have applied the principles and where further

information can be found

P. Remuneration policies and

practices should be designed to

support strategy and promote

long-term sustainable success.

Executive remuneration should be

aligned to company purpose and

values, and be clearly linked to the

successful delivery of the

company’s long-term strategy.

For details of our Remuneration Policy, the work of the Remuneration Committee and

Executive Director remuneration, please turn to the Directors’ Remuneration Report on

pages 106 to 126.

Q. A formal and transparent

procedure for developing policy on

executive remuneration and

determining director and senior

management remuneration should

be established. No director should

be involved in deciding their own

remuneration outcome.

For details of our Remuneration Policy, the work of the Remuneration Committee and

Executive Director remuneration, please turn to the Directors’ Remuneration Report on

pages 106 to 126. The terms of reference for the Remuneration Committee are

available at corporate.superdry.com.

R. Directors should exercise

independent judgement and

discretion when authorising

remuneration outcomes,

taking account of company

and individual performance,

and wider circumstances.

For details of Director independence, please refer to the Board biographies on pages

76 and 77 and to the independence infographic on page 78. For further details on

Remuneration Policy please turn to the Directors’ Remuneration Report on page 106.

Independence is considered as part of the annual Board evaluation – please refer to

page 90 for full details.

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

OUR GOVERNANCE FRAMEWORK

Superdry governance framework

SUPERDRY PLC BOARD OF DIRECTORS

ALLOTMENT

COMMITTEE

AUDIT

COMMITTEE

NOMINATION

COMMITTEE

REMUNERATION

COMMITTEE

TECHNOLOGY

COMMITTEE*

COLLEAGUE ENGAGEMENT

FORUMS AND FEEDBACK

MECHANISMS

Mechanisms include:

Superdry Voice

Female Leadership Forum

Diversity and Inclusion Forum

‘Pulse’ Surveys

Workplace

Board and Committee reports

and papers identifying

stakeholder perspectives

Sustainability Warriors

RISK

COMMITTEE

Membership includes:

Executive Committee

members

Head of Risk Management

and Internal Audit

HEALTH AND

SAFETY COMMITTEE

Membership includes:

Retail Director

CFO

Head of Risk Management

and Internal Audit

Group General Counsel

and Company Secretary

EXECUTIVE COMMITTEE

Membership includes:

CEO

CFO

Group General Counsel and Company Secretary

COO and heads of business areas

INCIDENT

MANAGEMENT TEAM

Membership includes:

Executive Committee

members

(convenes as necessary)

* Met between August 2021 and May 2022

Superdry plc Annual Report 2022

Our governance framework is structured to enable the

effective operation and governance of the Group. The Board

is collectively responsible for promoting the long-term

sustainable success of the Group for all stakeholders.

Itcomprises the Chair, CEO, CFO, Senior Independent

Director (SID) and three further NEDs. The Board delegates

specific responsibilities to each of its Committees,

documented in terms of reference which are reviewed and

approved by the Board, annually. Each Committee is chaired

by a different independent NED, who each provide verbal

updates on committee activities and key decisions at each

scheduled Board meeting. The Board also maintains a

Schedule of Matters Reserved, which is reviewed annually,

and includes long-term strategic plans, capital expenditure

over a certain level, budgets, approval of financial results

anddividends.

There is a clear division of responsibilities between

the Chair and the CEO. The duties of the Chair and Senior

Independent Director are documented and reviewed

regularly. All documents and terms of reference are available

at corporate.superdry.com.

Responsibility for the day-to-day running of the Group is

delegated to the CEO, who in turn delegates certain

responsibilities to Executive Committee members relevant

to their respective areas of responsibility. Details of our

Executive Committee can be found at corporate.superdry.

com. The Executive Committee is collectively responsible

for: developing and implementing the agreed strategy and

objectives; developing, implementing, and monitoring

budgets; reviewing the performance of the senior

management team, as well as talent development of and

succession for the wider workforce; regularly reviewing the

organisational structure; monitoring and reviewing Group

risk; and identifying new business opportunities. The CEO

reports formally to the Board at each scheduled meeting and

seeks Board approvals where necessary, in line with the

Delegation of Authority (DoA).

In July 2021, the Board established a Technology Committee

which met from August 2021 to May 2022. The Committee

was delegated authority to monitor and support the

implementation of digital and technology projects. Further

details about the responsibilities and work of that Committee

can be found on page 92 of the Corporate Governance Report,

and page 29 of our Section 172 and stakeholders report.

Other key operational committees include:

• The Risk Committee – responsible for the effective

management of the Group’s risk management framework

and processes;

• The Health and Safety Committee – responsible for the

effective management of the Group’s global health and

safety culture, and supporting management processes; and

• The Incident Management Team (IMT) – responsible for

the management of incidents that could cause significant

and adverse interruption to the business; for example,

during FY22, the IMT met to oversee the continued

response to the global Covid-19 pandemic.

Our DoA sets out the authorities given to individuals in the

business, ensuring that decisions are taken at the right level

and to reduce business and operational risk. It is regularly

reviewed to ensure it remains relevant to our structure

andactivities.

Board meeting agendas are discussed and agreed by the

Chair, CEO and CFO with the Company Secretary several

weeks in advance of each meeting. The agendas contain

standing items to ensure that reporting is balanced and

consistent including Committee updates, CEO report, CFO

report (covering management accounts, capital expenditure

plans and investor relations updates), Legal and Governance,

and Health and Safety. Board papers are circulated five

working days in advance of meetings to allow adequate time

for review and preparation. A level of information is

contained in Board packs that allows consideration of

strategic matters, whilst not over-burdening the Board with

an unnecessary level of detail on operational or ‘business as

usual’ matters. Templates are used for Board reports for

consistency and to highlight key information.

Where Directors are not able to attend part of any Board or

Committee meeting, Board members review the papers

circulated for that meeting and provide comments to either

the Chair, or the Group General Counsel and Company

Secretary in advance of the meeting. All Directors attended

each scheduled Board meeting in FY22. Following meetings,

minutes are drafted and aim to be circulated within one week

and an actions list is circulated with designated owners and

specific time frames for the completion of actions.

The Company Secretariat maintains governance calendars

and annual programmes of works for each Committee, to

ensure that items are reviewed at appropriate times in the

year at Board and Committee meetings. Care is taken by the

Chair and Company Secretary to ensure that sufficient time

is allowed for the discussion of agenda items, including

stakeholder perspectives. Strategic updates and business

area ‘deep dives’ are undertaken at scheduled Board

meetings. For further information on the Board’s activities

and discussions in FY22, please see below.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

Board activities and discussions in FY22

Meeting Activity/discussion

Link to strategic

objectives

All scheduled Board meetings received the following reports:

• Updates from the Audit, Remuneration, Nomination and Technology Committee chairs

• CEO report (including People, Risk, Sustainability and supply chain)

• CFO (management accounts, finance reports, capital expenditure requests, IR updates)

• Legal and Governance

• Health and Safety dashboard and reports

The following items formed part of Board meeting discussions and activities during FY22, and up to the

date of this report

5 July 2021 Technology Committee

The composition and responsibilities of a new Technology Committee were agreed to

monitor the implementation of key technology and digital transformation projects.

• Use technology

to accelerate

our plans

• Digitise Superdry

• Unlock data

5 July 2021 Review of risk and principal risks and uncertainties • All objectives

and initiatives

5 July 2021 Chief Operating Officer ‘first 90 days in’ presentation

Silvana Bonello presented an assessment of her first months in post as COO.

• All objectives

and initiatives

17 September 2021 ‘Deep dive’ on Integrated Marketplaces

Silvana Bonello (Chief Operating Officer), Craig McGregor (Global Retail Director) and

Justin Lodge (Chief Marketing Officer).

• Operate in

an integrated

marketplace

• Shift from

multi-channel

to omni-channel

22 October 2021 ‘Deep dive’ on people, talent and retention

Presentation from Head of Talent Acquisition.

• Creating

an amazing

employee

experience

• Talent

management

17/18 November

2021

Board visits to The Duke distribution centre, Burton-on-Trent, and to the new

Oxford Street, London flagship store

17 November 2021 ‘Deep dive’ on marketing – influencer and ambassador strategy and Performance

Marketing methodology

Justin Lodge, (Chief Marketing Officer).

• Create ‘Best

in Class’ social

media

engagement

• Create an

effective content

factory

3 December 2021* Covid-19 risk mitigation

Black Friday trading update

Share Dealing Code and Share Dealing Policy review

Whistleblowing Policy – updated to reflect the requirements of the EU Whistleblowing

Directive. See the Audit Committee Report on page 99 for further details on whistleblowing.

• All objectives

and initiatives

19 January 2022* FY22 Interim results and announcement

Superdry plc Annual Report 2022

Meeting Activity/discussion

Link to strategic

objectives

31 January 2022 Chief Technology Officer ‘first 90 days in’ presentation

Matt Horwood.

• Use technology

to accelerate

our plans

31 January 2022 Global People Director ‘first 90 days in’ presentation

Cathryn Petchey.

• Create an

amazing people

experience

1 February 2022* Group Strategy Review

Board and Executive Committee strategy day at which Executive Committee members

updated the Board on progress against the strategic objectives. Please see pages 19 to

22 for more information about the strategy.

• Deliver profitable

growth

24 March 2022 Five-Year Plan and strategy • ALL

24 March 2022 ESG Governance proposal • Lead through

sustainability

• Great

governance

24 March 2022 ‘Deep dive’ on Health and Safety

Craig McGregor (Global Head of Retail) and Ian Morgan (Health and Safety and

FacilitiesManager).

• Create an

amazing people

experience

• Great

governance

24 March 2022

09 May 2022

FY23 Budget

The Group’s FY23 budget and Five-Year Plan was considered and approved by the Board.

• Deliver profitable

growth

9 May 2022 Potential new auditor presentation (RSM) • ALL

9 May 2022 ‘Deep dive’ on stock

Silvana Bonello (Chief Operating Officer).

• Deliver profitable

growth

11 May 2022* Pre-close trading statement announcement • ALL

15 July 2022 ‘Deep-dive’ on Ecommerce

Justin Lodge (Chief Marketing Officer).

• Use technology

to accelerate

ourplans

• Provide a leading

consumer

experience

15 July 2022 Diversity and Inclusion update (including progress on Board, Executive Committee

and senior leadership team diversity and inclusion targets)

• Create an

amazing people

experience

• Lead through

sustainability

16 September 2022 ‘Deep dive’ on Wholesale

Silvana Bonello (Chief Operating Officer).

• Deliver profitable

growth

• Operate in an

integrated

marketplace

16 September ‘Deep dive’ on buy process • Inspire through

product and style

• Deliver profitable

growth

6 October FY22 Annual Report and preliminary results

* Not scheduled meetings.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

Other governance matters

NED independence and time commitments

Our Board consists of four independent NEDs (Georgina

Harvey, Faisal Galaria, Alastair Miller and Helen Weir), two

Executive Directors (Julian Dunkerton and Shaun Wills) and

Chair Peter Sjölander, who was considered by the Board to

be independent on his appointment on 29 April 2021. The

independence of the NEDs is reviewed on an annual basis.

The time commitments and performance of the NEDs are

also reviewed as part of that process; service contracts

clearly set out the anticipated time commitments of their

roles. Further terms ensure that the Chair and NEDs

continue to meet the requirements of the Code. No NED has

exceeded the maximum nine-year term of service noted in

the Code. The Board considers that each of its NEDs

continues to dedicate sufficient time to their roles and is

independent. Due to the continued impact on the Group of

the global pandemic, the impact of the Ukrainian war on

operations, colleague wellbeing and the global economic

outlook, and the continued refinement of our strategy,

theNEDs dedicated additional time to their Board duties

during FY22.

External Board evaluation and

objectivesetting

In April and May 2022, an external Board evaluation was

carried out by independent board evaluator Alison Gill of

Bvalco Limited. Neither Alison Gill, nor Bvalco Limited, have

any other connection with the Group or any of its Directors.

The review consisted of:

• Initial review of Board and Committee agendas, packs

and information;

• One-to-one interviews with all Board and Executive

Committee members, the Group General Counsel and

Company Secretary and the Deputy Company Secretary;

• Alison Gill attended Board and Committee meetings and

the Board and Executive Committee strategy review day;

• Review of the balance of skills, knowledge and experience

on the Board;

• Evaluation of the Chair’s performance;

• ‘One to one’ feedback sessions with the Chair, SID, CEO,

CFO and General Counsel and Company Secretary and a

separate feedback session with the Board as a whole; and

• A detailed written report, including recommendations for

change and potential Board objectives for FY23.

Board objectives FY22 – results

Objectives Results

Strategy Monitor the implementation of the Five-Year

Plan, focusing on key deliverables and on holding

the CEO, CFO and Executive team to account for

its delivery, ensuring there is an appropriate

governance framework that underpins it.

The Board successfully monitored the

implementation of the Five-Year Plan; the

strategic deliverables were approved by the

Board in March 2022, with priority deliverables

presented in May 2022. A governance and

reporting framework underpins the strategy.

Technology Oversee, through the Technology Committee,

the effective delivery and implementation of the

technology roadmap.

The Technology Committee was set up and held

meetings throughout FY22 – please refer to the

Technology section below on page 92.

Engagement

with colleagues

Ensure Board members continue to engage with

Superdry colleagues to enhance the Board’s

understanding of colleague sentiment, culture

and values.

The Board received regular People reports and

Pulse survey results and have access to

Workplace. Board members visited head office,

distribution centres and stores to engage with

colleagues at all levels.

Diversity and

Inclusion

Actively monitor Superdry’s diversity and

inclusion targets and hold management to

account for building a diverse, inclusive and

respectful culture.

The Nomination Committee reviewed the Board

Diversity and Inclusion Policy, set new targets for

Board diversity and inclusion and reviewed

progress on Superdry’s diversity and inclusion

targets on 15 July 2022 – please refer to page 97

for details.

Board composition and

succession planning

To further consider Board composition and

succession during FY22.

Board balance and composition was considered

as part of the external Board evaluation during

FY22 – please refer to page 90.

Superdry plc Annual Report 2022

Board objectives agreed for FY23

Topic Who Objective

Shifting mindset

and culture

Chair 1. Focus Board time on the most important strategic matters.

2. Continuing to build Board and Executive Committee relationships.

3. Broadening the scope of diversity and inclusion initiatives to

engage with wider communities.

Building the Executive

Committee as a team and

clarifying the expectations

of the Board

CEO 1. Create an Executive Committee development programme which

should include setting a behavioural code of conduct.

2. The Executive Committee should also consider how it interfaces

with and gets the best value from the Board. This discussion

should include:

a. Feeding back to the Executive Committee the outcome of the

Board review.

b. Hosting a discussion about what the Executive Committee

wants from and can expect from the Board.

c. Making clear on every agenda item the purpose and

desiredoutcome.

3. The Non-Executive Directors should consider their role in helping

the team to develop.

Gaining strategic clarity The whole Board 1. Collate a full set of outstanding strategic questions.

2. Fully define the strategic imperatives.

3. Decide the rhythm and regularity by which each strategic

imperative should be brought back to the Board.

4. Embed regular checks and reflections to ensure the Board is using

its time on the most important strategic matters.

Board composition

and diversity

Nomination Committee

Chair

1. Consider increasing the size of the Board by one or two more

Non-Executives.

2. The Nomination Committee should complete a review of the skills

matrix of the Board in light of the business strategy. Particular

areas for consideration should be international experience, brand

and Ecommerce.

3. Targets for Board diversity should be considered in the light of

best practice, particularly for gender, age, ethnicity and LGBT.

Effectiveness of the

Nomination Committee

The Chair The Nomination Committee needs to consider Board composition/

succession and Executive Committee succession. This should

deliver both plans for key person risk as well as longer-term plans for

Executive succession.

Effectiveness of the

Company Secretariat

The Company Secretary

and General Counsel

Ensure the Company Secretariat has a role which is increasingly

educational and facilitative of the Executive and Board needs, as

well as administrative.

Effectiveness of controls Audit Committee The Audit Committee should ensure significant progress is made in

FY23 with the Group’s finance transformation project to establish a

robust control environment.

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

Governance → Corporate Governance Report

Technology Committee

During FY22, the Board established a Technology Committee to monitor and support the implementation of key digital projects,

which included refreshing the Ecommerce websites and replacing the merchandising management system which was reaching

the end of its life. The Committee was disbanded in May 2022 once these key projects had been initialised, with the Board

continuing to oversee and monitor the performance of these systems.

Members of the Committee included Peter Sjölander (Chair), Helen Weir, Faisal Galaria, Julian Dunkerton and Shaun Wills.

Executive Committee attendees included the Chief Operating Officer, Chief Marketing Officer and, from his appointment in

November 2021, the Chief Technology Officer.

Key responsibilities of the Committee include:

• Providing the Technology and Digital teams with strategic direction;

• Monitoring the deployment of key projects against roadmaps;

• Reviewing and agreeing new initiatives for the delivery of strategic objectives; and

• Ensuring an appropriate technology strategy for Superdry in line with the strategic objectives, with an emphasis on

execution, delivery and people capability.

There were five scheduled meetings throughout FY22 and one inter-meeting update in March 2022. The table below sets out

the matters reviewed and discussed by the Technology Committee at each meeting. The Committee Chair provided a verbal

update of the Committee’s work at each scheduled Board meeting.

Committee meetings

Scheduled meetings Agenda items

FY22

5 August 2021 • Terms of reference/agreement of scope/mechanism for reporting outcomes to the Board;

• Digital Transformation proposal (including the review of existing capabilities and recruitment

challenges in a competitive environment);

• Life of an order;

• Technology infrastructure and operating model; and

• Customer Data Platform (including CAPEX and potential cost-savings).

22 September 2021 • Technology/Digital projects RAG List (monitoring and oversight of the replacement of our

merchandising and inventory planning system, and upgrading our Ecommerce websites);

• Technology/Digital Roadmap;

• Enterprise Data Strategy update; and

• Digital B2B.

12 October 2021 • Technology/Digital projects RAG List;

• Ecommerce websites – status update; and

• Roadmap for recruiting/developing digital talent.

3 December 2021 • Technology/Digital projects RAG List;

• Ecommerce websites – status update; and

• Digital Product Roadmap.

10 February 2022 • Targets for ‘Vital Few’ integrations in technology systems;

• Merchandising management system update;

• Ecommerce websites – status update (including external assurance review);

• Technology/Digital projects RAG List;

• Digital Product Roadmap; and

• Retail stores hardware contract tender.

FY23

24 May 2022 • Merchandising management system update;

• Ecommerce websites – status update;

• Technology/Digital projects RAG List;

• Digital Product Roadmap – Q1 focus;

• Website KPIs; and

• Addressing the Tech Talent challenge.

Superdry plc Annual Report 2022

Further information about the work of the Committee can be

found in the Section 172 Statement on page 26. The

Committee held its final meeting on 24 May 2022, as it had

fulfilled its purpose of steering the introduction of Superdry’s

technology roadmap. The Chief Technology Officer provides

regular updates to the Board.

Diversity and inclusion

The Board has oversight of diversity and inclusion matters

but delegates authority to the Nomination Committee to

consider these matters. In July 2022, the Nomination

Committee approved a revised Board Diversity and Inclusion

Policy, to include enhanced diversity targets introduced by

the Financial Conduct Authority in April 2022. Please see the

Nomination Committee Report at page 94 for further details

of our Board Diversity and Inclusion Policy and statement.

The People report on page 52 provides further information

about our progress against our diversity and inclusion targets.

Risk management and internal control

The Board confirms that there are processes for identifying

and mitigating risks and a system of internal financial and

non-financial controls. For a description of our systems for

risk management, please see How We Manage Our Risks on

page 53. For further information on our internal control

framework and the ongoing work to ensure it is robust,

please see the Audit Committee Report on page 98.

Whistleblowing arrangements

The Group operates an independent and confidential, global

whistleblowing line for the reporting of unethical conduct –

for full information please turn to page 99.

Directors’ conflicts

The Directors are required to avoid a situation in which they

have, or could have, a direct or indirect conflict with the

interests of the Company. The Board has established a

procedure whereby the Directors are required to notify the

Chairman and the General Counsel and Company Secretary

of all potential new outside interests and actual or perceived

conflicts of interest that may affect them in their roles as

Directors of Superdry. All potential conflicts of interest are

authorised by the Board and changes to the register of

Directors’ interests are reviewed by the Board at scheduled

Board meetings.

Directors’ indemnity insurance

We maintain Directors’ and Officers’ Liability Insurance

which provides appropriate cover for any legal action

brought against our Directors and/or officers. In accordance

with section 236 of the Companies Act 2006, qualifying

third-party indemnity provisions are in place for all Directors

of Group companies, in respect of liabilities incurred as a

result of their office, as far as is permitted by the law.

Re-election of Directors and AGM

At the AGM, Directors will offer themselves for re-election.

We consider the Directors offering themselves for re-

election to be effective, committed to their roles and to have

sufficient time available to perform their duties. For further

information on the specific reasons why each Director’s

contribution is important to the Group’s long-term

sustainable success, please refer to pages 76 and 77.

Our AGM will take place on Monday 31 October 2022. The

notice of the meeting can be found at corporate.superdry.com.

The Directors consider that each of the proposed resolutions

in that notice are in the best interests of the Group and

shareholders. The resolutions are put to a poll, rather than a

show of hands, to ensure that the votes of all shareholders

are counted, even if they cannot attend in person. Proxy

forms allow for three-way voting. All Board members attend

the AGM and are available to answer questions during the

meeting or to discuss matters more informally following

themeeting.

Approved and signed on behalf of the Board

Ruth Daniels

Company Secretary

6 October 2022

Governance → Corporate Governance Report

Superdry plc Annual Report 2022

Dear Shareholders

Welcome to my first Nomination Committee Report,

following my appointment as Chair of the Committee on

9 June 2022. I would like to take this opportunity to thank the

Chair of the Board and former Nomination Committee Chair,

Peter Sjölander, for his work as Chair of this Committee from

21 April 2021 until he stepped down as Committee Chair on

9 June 2022.

At Superdry, we recognise the importance of building an

experienced, effective and inclusive Board and Executive

Committee that works openly together to achieve Superdry’s

strategic objectives.

There were no new Board appointments during FY22;

however, Non-Executive Director Faisal Galaria announced

on 10 June 2022, that he would not seek re-election at this

year’s Annual General Meeting (AGM) due to other external

commitments. Faisal joined the Board, along with myself and

fellow Non-Executive Directors Georgina Harvey and Alastair

Miller in July 2019, at a time of change for Superdry. He has

been a great source of support to the Board and Executive

Committee, particularly in relation to digital and technology

planning and projects, and I would like to take this

opportunity to thank Faisal for his service to this Committee

and to Superdry. The Board is currently in the process of

recruiting a new Non-Executive Director and expect to be

able to announce the successful candidate during FY23.

There were two important new appointments to our

Executive Committee in FY21. Cathryn Petchey, Global

People Director, and Matt Horwood, Chief Technology

Officer, both joined Superdry in November 2021, to lead the

key business areas of HR and Technology, respectively.

‘The role of the Nomination Committee is

to ensure that the Board and Executive

Committee have the right balance of skills,

knowledge and experience to both discharge

their responsibilities and to respond

appropriately to emerging challenges

andopportunities.’

Helen Weir

Chair of the Nomination Committee

Governance → Nomination Committee Report

NOMINATION COMMITTEE REPORT

Nomination Committee – members

• Faisal Galaria

• Georgina Harvey

• Alastair Miller

• Peter Sjölander

• Helen Weir (Chair)

Nomination Committee – attendance

• There were three scheduled meetings during FY22,

and all Committee members attended each meeting.

Please refer to the Board and Committee meetings

attendance table on page 79 for details.

• Regular attendees at meetings included the Global

People Director, the Group General Counsel and

Company Secretary and the Deputy Company

Secretary. The role of secretary was performed by the

Company Secretary or their Nominee. A report of the

Committee’s activities is given to the Board at each of

its scheduled meetings.

Towards the end of FY22, we reviewed elements of our

organisational structure to ensure they remained fit for

purpose and ready to take on the challenges of our strategy

and Five-Year Plan.

The independent external Board evaluation that was

originally scheduled to take place in FY23 was brought

forward to take place at the end of FY22, as the Board

believed that, following the appointments of Peter Sjölander

and Shaun Wills in April 2021, this was the right time to

perform a detailed and independent review of the balance

of skills, knowledge, experience and diversity on the Board,

how effectively the Board was performing and how

interactions between the Board and the Executive

Committee wereoperating.

Superdry plc Annual Report 2022

Governance → Nomination Committee Report

Committee meetings

Scheduled meetings Agenda items

FY22

1 July 2021 • Review of Board and Executive Committee objectives for FY22;

• Colleague engagement (Pulse) survey results;

• Review and approval of Nomination Committee report (Annual Report FY21);

• Director tenure and election/re-election at AGM;

• Balance of Board skills, knowledge and experience; and

• Review of Committee governance calendar and standing agenda.

31 January 2022 • Review of organisational structure;

• Progress check on Board objectives for FY22;

• Timing and process for annual Board and Committee performance review;

• Committee terms of reference annual review; and

• Review of Committee governance calendar and standing agenda.

24 March 2022 • Review of organisational structure.

FY23

9 May 2022 • Review of organisational structure; and

• Review of high level results of the independent external Board evaluation.

9 June 2022 • Consideration of election/re-election of directors at 2022 AGM;

• Board and Committee composition;

• Resignation/appointment of Committee Chair;

• Executive Committee objectives (FY23).

15 July 2022 • Independent external Board evaluation detailed results report;

• Consideration of results of FY22 Board objectives;

• Board objective setting for FY23;

• CEO objectives for FY23;

• Board diversity and inclusion policy review (including review and amendment of

Board diversity targets);

• Executive Committee performance review process update;

• Review of draft Nomination Committee report for FY22;

• Final recommendations for election/re-election of Directors at forthcoming AGM.

Superdry plc Annual Report 2022

Principal roles and responsibilities

The Nomination Committee:

• Leads on the process for new appointments to the Board

and to the Executive Committee and ensures that

appointees have the requisite skills and experience to

support the development of the Group’s strategy;

• Regularly reviews the composition of the Board and

Executive Committee; and

• Reviews and monitors diversity and inclusion throughout

Superdry and formally reviews the diversity of the Board

and its Committees on an annual basis, as part of the

annual Board evaluation.

• Keeps under review the succession needs of the Board,

Executive Committee and senior leadership team at

Superdry, including the challenges and opportunities

facing the Group, to ensure it remains competitive;

• Ensures that appropriate procedures are in place to

enable the nomination, induction, training and evaluation

of Board Directors and members of the senior leadership

team; and

• Reviews the time commitments and independence of

potential and existing NEDs to ensure that they have

sufficient time to fully discharge their duties.

The full terms of reference for the Nomination Committee

are reviewed annually and can be found at corporate.

superdry.com. For further information on the skills,

experience and tenure of Board members, please refer

to the biographies on pages 76 to 77 in the Corporate

Governance Report.

Appointments to the Board and Executive

Committee – our policies and processes

There is a formal and robust process for the appointment of

new Directors to the Board. Candidate profiles are drawn up

by the Committee, the Global People Director and, where

appropriate, the CEO, and long lists are prepared, often with

the assistance of specialist search agencies. Under the

instruction of the Committee, all external search agencies

used in FY22 were scrutinised for their ability to deliver a

diverse range of candidates. Initial interviews are conducted

by the Chair of the Board (where appropriate) and Global

People Director, and suitable candidates are shortlisted for

longer, in-depth interviews that may include Committee

members and/or the CEO. Candidates are scrutinised to

ensure that they have sufficient time to dedicate themselves

to the role and their relevant skills, knowledge and

experiences are weighed up against those already in place.

Detailed references are taken. Once the best overall

candidate has been identified, a recommendation is made

by the Committee to the Board, which has responsibility

for all Board appointments.

A similar process is followed for appointments to the

Executive Committee, whereby candidate long lists are

drawn up by the Global People Director, often with the

assistance of specialist search agencies. Interviews are

conducted by the Global People Director and CEO.

Shortlisted candidates are interviewed by a panel, which may

include other members of the Executive Committee and/or

members of the Nomination Committee. A proposal is made

to the Nomination Committee, which has responsibility for

approving all appointments to the Executive Committee, to

allow it to maintain oversight over all senior level appointments.

External search agencies used during FY22 were Heidrick &

Struggles, Korn Ferry and the Up Group (each of these

agencies has signed up to the standard voluntary code of

conduct for executive search firms, which includes a provision

on diversity goals). There is no connection between those

agencies and the Group or with any of the Directors of

Superdry plc or any of its subsidiary companies.

Where prospective Board and Executive Committee

candidates are of equal merit, the Committee will advocate

the selection of candidates that will increase diversity at

Superdry. Our gender and ethnicity diversity targets for the

Executive Committee and senior leadership are set out in the

People report on page 50. Our commitments on diversity and

inclusion are driven by the Board’s Diversity and Inclusion

Policy (see below), which supports a diverse pipeline of

candidates for Board, Executive and senior leadership

positions. However, we are aware that our work in this area is

by no means complete and the Board continues to monitor

diversity and inclusion targets, and to find ways to improve

diversity on the Board, the Executive Committee and

throughout Superdry.

Board and Committee annual evaluation

During April and May 2022, an independent and externally

facilitated Board and Committee evaluation was undertaken.

A key recommendation arising from the evaluation of the

Nomination Committee, was to appoint a new Chair of the

Committee to reduce the additional burden on the Chair of

the Board and I was delighted to have been elected to that

position. Please refer to page 90 and 91 in the Corporate

Governance Report for full details of this review, including

outcomes and objectives for FY23.

Induction, site visits, training and

continuingdevelopment

During FY22, the Nomination Committee, in conjunction with

the General Counsel and Company Secretary, oversaw the

arrangement of Directors’ training. A plan for training and

continuing development for FY23 has been agreed with

theBoard.

Store and site visits that were part of induction plans for

Peter Sjölander and Shaun Wills from April 2021, and part of

the Board’s annual schedule of visits that was interrupted by

the Covid-19 pandemic, resumed during FY22 with visits to

several UK stores including the new flagship store on

London’s Oxford Street and to Superdry’s UK distribution

centre in Burton-on-Trent, both in November 2021.

Governance → Nomination Committee Report

Superdry plc Annual Report 2022

Colleague engagement

The results of colleague engagement surveys (Pulse

Surveys) are presented to the Board in the CEO report at

Board meetings as results become available. Pulse surveys

on wellbeing, diversity and inclusion, strategy and employee

engagement have been issued during FY22 and in early FY23

and the results were published on Workplace. Please refer to

the People report on page 47 for more information about

colleague engagement and Pulse surveys, including the work

of the SD Voice colleague engagement forum, the diversity

and inclusion forum and the senior women’s leadership forum.

Please also refer to our Section 172 Statement on page 26

for information about colleagues as a stakeholder group.

Board Diversity and Inclusion Policy

The Committee approved a revised Board Diversity and

Inclusion Policy at its meeting on 15 July 2022, with updated

gender and ethnicity targets for Board composition, to align

with the FCA’s new listing rule which will come into force for

reporting periods starting on or after 1 April 2022. Please refer

to the People report on page 50 for details of our Executive

Committee and senior leadership team ethnicity and gender

diversity targets and results.

Board Diversity and Inclusion Policy Statement

The Board believes that it is vital to have a fully diverse and

inclusive Board, comprising Directors with a mix of skills,

knowledge, experience, backgrounds, gender, age, ethnicity

and other characteristics. It is the Board’s strong belief that

a diverse Board with different perspectives, insights and

viewpoints, promotes improved decision-making and

ultimately benefits Superdry’s stakeholders through a

long-term sustainable business. The Board understands that

supporting our workforce in a culture of trust and respect is

essential to the success of Superdry, where colleagues feel

valued and rewarded for the work they do. The tone for

diversity and inclusion across the organisation is set from

the top, and the Board believes that a diverse leadership

team and an open and inclusive culture form part of

Superdry’s core values. We believe there is strength in

difference. All appointments to the Board are made on merit

against a set of objective criteria, in the context of the skills,

experience, independence and knowledge, which the Board

requires to be effective.

The Board fully supports the Hampton-Alexander Review

targets to increase the number of women in senior leadership

positions in FTSE companies. The Board also supports, and

is aligned with, the recommendations of the Parker Review

and the MacGregor Smith Review, which aim to improve

ethnic diversity on FTSE boards and in the workplace.

Board Diversity and Inclusion targets

The following targets were agreed by the Board on

15 July2022:

• A gender diversity target of at least 40% of Board directors

to be women;

• At least one of the following senior Board positions to be a

woman – Chair, Chief Executive Officer, Chief Financial

Officer or Senior Independent Director; and

• An ethnic diversity target of at least one Director to be from a

minority ethnic background.

Superdry’s present Board composition for minority ethnic

communities is 14% and the percentage of women on our

Board is 29%. At least one senior Board position is held by a

woman (Helen Weir is the Senior Independent Director).

Please also refer to our Gender Pay Gap reporting on page

50 and on our website corporate.superdry.com.

Annual re-election of Directors

As required by the Code, each Director offers themselves up

for re-election at the AGM. The Committee considered each

Director’s tenure, performance, as part of the independent

external evaluation (including contribution to the activities of

the Board and its Committees), independence and other

external commitments to ensure that each Director

continues to fulfil their responsibilities to Superdry plc.

Director tenure is indicated on pages 76 and 77 in the Board

biographies. Faisal Galaria announced on 10 June 2022 that

he would not stand for re-election at this year’s AGM.

Helen Weir

Nomination Committee Chair

6 October 2022

Governance → Nomination Committee Report

Superdry plc Annual Report 2022

Governance → Audit Committee Report

AUDIT COMMITTEE REPORT

Audit Committee – members

• Georgina Harvey

• Alastair Miller (Chair)

• Helen Weir

Faisal Galaria stepped down from the Audit Committee on

19 November 2021

Audit Committee – attendance

There were five scheduled meetings during FY22, and all Committee

members attended each meeting. Please refer to the Board and

Committee meetings attendance table on page 79 for full details.

Regular attendees at meetings included the Chief Executive Officer,

the Chief Financial Officer, the Group Financial Controller, the Head

of Internal Audit and Risk, the Group General Counsel and Company

Secretary and the Deputy Company Secretary. The role of secretary

was performed by the Company Secretary or their Nominee. A report

of the Committee’s activities is given to the Board at each of its

scheduled meetings.

Representatives of the external auditor, also attended each

scheduled meeting.

About this Audit Committee Report

This report records the activities of the Committee in FY22

and explains how the Committee has discharged the

responsibilities delegated to it by the Board. The complete

terms of reference for the Audit Committee were revised and

updated by the Committee during FY21 and can be found on

our website.

Principal roles and responsibilities

The Audit Committee:

• Monitors the integrity of the Group’s annual financial

statements, the half-year report and any formal

announcements relating to the Group’s financial

performance, including reviewing significant financial

reporting judgements. The Committee receives regular

reports from the Group’s external auditor;

• Reviews and challenges significant accounting policies,

whether the Group has followed appropriate accounting

standards and the clarity and completeness of financial

disclosures;

• Reviews information in the financial statements relating to

risk management and audit and keeps under review the

effectiveness of the internal audit function, the systems of

internal controls and the frameworks for risk management.

The Committee provides oversight of the Group’s Risk

Committee. The Committee ensures that the Group’s internal

audit function is adequately resourced;

• Provides advice, when requested by the Board, on whether

the Annual Report, taken as a whole, is fair, balanced and

understandable and provides the information necessary for

shareholders to assess the Group’s financial position and

performance, business model and strategy;

‘Our focus on improving the internal financial

controls remains a key priority with further

investment in additional resource and IT

systems committed during the year.’

Alastair Miller

Chairman of the Audit Committee

As Chairman of the Audit Committee, I am pleased to

present the Audit Committee Report for the financial year

ended 30 April 2022. This is my third report as Chair and I

would like to take this opportunity to thank my fellow

Committee members, the Finance, Risk and Internal Audit

teams at Superdry and our external auditor, Deloitte, for the

work that has gone into this year’s audit. I would also like to

take this opportunity to thank NED Faisal Galaria, who

served on the Audit Committee from 29 July 2019, when he

joined the Superdry plc Board, to 19 November 2021, when

he stepped down from the Committee.

The economic environment during the year has been

challenging as we experienced further disruption from the

pandemic, both domestically and internationally. The return

to some sort of normality has also created considerable

uncertainty around footfall levels and sales activity making

forecasting particularly difficult. As a result, a sharp focus on

cashflow and liquidity has been one of the key priorities for

the Audit Committee during the year. Further analysis of the

financial performance of the business and the impact from

Covid-19 can be found in the CFO Review on page 68. The

ways in which the pandemic has impacted our risks can be

found in How We Manage Our Risks, on pages 53 to 54.

The Audit Committee has also been focused on the

improvement to the internal financial controls within Superdry

under a multi-year remediation project. Progress has been

hindered by high levels of staff turnover and extended periods

of working from home and consequently, Deloitte have once

again highlighted continuing internal control deficiencies in

their audit report. A more detailed explanation can be found

later in this report under ‘Review of the Effectiveness of

Internal Controls’ on pages 104 to 105. This, therefore,

remains one of our key priorities for the year ahead.

This is the final year that Deloitte will be acting as Superdry’s

auditors, and I would like to thank them for their robust and

diligent audits over the last few years and for their wise

counsel. We are currently in the process of appointing a

replacement auditor which should be finalised shortly.

Independence and relevant experience

The Committee is comprised of independent NEDs. The biographies

of Committee members can be found on pages 76 and 77 of this

report. At least two members of the Committee are considered by

the Board to have competence in accounting (Alastair Miller and

Helen Weir) and all members have recent and relevant financial

experience, alongside significant retail sector expertise. For full

details please refer to the biographies on pages 76 and 77.

Superdry plc Annual Report 2022

Governance → Audit Committee Report

• Reviews and monitors the independence of the external

auditor and the objectivity and effectiveness of the external

audit process and the audit plan. The Committee ensures

that the provision of non-audit services by the external

auditor does not impair its independence or objectivity.

TheCommittee recommends the appointment of the

external auditor to the Board; and

• Reviews the Group’s whistleblowing arrangements on an

annual basis.

Meetings

Committee meetings follow a standing agenda which covers

the key Audit Committee areas of oversight according to its

terms of reference: financial information, external audit,

internal audit, risk management, internal controls and any

other matters which it considers it should review. The

Committee’s work is governed by an annual programme,

which is reviewed regularly.

Performance review

An externally facilitated independent Committee

performance review took place during April and May 2022 as

part of the Annual Board and Committee performance review.

The review found that the Audit Committee continued to

function well and was fully discharging its responsibilities,

whilst contributing effectively to the Group’s overall

governance framework. Please refer to page 90 in the

Corporate Governance Report for further details on

thereview.

Whistleblowing arrangements

The Group has a Whistleblowing Policy and an independent,

externally facilitated whistleblowing line is in operation

(Safecall). The Committee reviewed Superdry’s whistleblowing

arrangements in July 2021 and in July 2022 and found

them to be operating in accordance with expectations.

TheWhistleblowing Policy is reviewed on at least an annual

basis by the Committee. The Whistleblowing Policy was also

reviewed in December 2021 to ensure that it was compliant

with the requirements of the EU Whistleblowing Directive.

The Committee is satisfied that colleagues continue to have

the opportunity to raise concerns in confidence about possible

fraudulent activity or unethical behaviour. The Committee is

also satisfied that arrangements are in place for the full

investigation and escalation of matters reported to the

whistleblowing line. The Committee received a detailed

analysis of the calls received by the whistleblowing line

in FY22 in July 2022 and there were no instances of

reportedfraud.

Full details of the work of the Committee during FY22 can be

found below. This is intended to provide shareholders with

an understanding of the principal matters that were reviewed

and discussed and of our schedule of work throughout FY22

and in early FY23.

I will be available at our AGM and subsequent GM to respond

to any questions about the Committee’s work.

Alastair Miller

Audit Committee Chairman

6 October 2022

How the Audit Committee

operated in FY22

Financial reporting

The Committee reviewed and evaluated the appropriateness

of the half-year and full-year financial statements with

management. The full-year financial results were reviewed

with the external auditor. The half-year results were reviewed

by PwC who were engaged to perform a limited procedures

review, conducted at the Committee’s request. At the

request of the Board, the Committee considered whether the

Annual Report and Accounts, taken as a whole, were fair,

balanced and understandable and whether they provided

the information necessary for shareholders to assess the

Group’s financial position and performance, business model

and strategy.

The Committee discussed the critical accounting policies,

assumptions and estimates, including key accounting

judgements, concluding that those estimates, assumptions

and judgements were reasonable based on the information

available. The Committee reviewed the going concern

(including the material uncertainty) and viability of the Group

over the longer term, as part of its assessment of the

Group’s risk.

Key judgements and estimates

Fixed asset impairment

Following impairment to the Group’s property, plant and

equipment (PPE) and right-of-use assets of the store cash

generating units (CGUs) in FY20 and FY21, an impairment

review is performed on an annual basis in order to determine

the recoverable amount of each store CGU. The carrying

value of the store CGUs is adjusted accordingly. The impairment

review is based upon the Group’s medium term financial

plan. The medium-term financial plan is prepared on a ‘top

down’ basis and has been attributed to individual stores

based on their historic performance relative to the rest of the

store estate. The Committee considered management’s

approach to the impairment review with a focus on the

medium-term financial plan across the store portfolio and

the judgement to assume no lease extensions in determining

the forecast store cash flows. The Committee considered

the methodologies, sensitivities and assumptions used

in the modelling of the impairment assessment adopted

by management. This included challenging the projected

cash flows, long-term growth rates and discount rates used.

The Committee considered the wider trading environment,

including the impact of inflation on both input costs and the

squeeze on consumer spending, as well as the slow recovery

of footfall following the Covid-19 pandemic. The committee

was satisfied that the medium-term financial plan

appropriately reflected the external challenges currently

faced by Superdry.

Inventory

The inventory balance is recognised net of an overall

provision of £6.1m (FY21: £9.1m). The inventory provision

consists of a £1.8m (FY21: £2.4m) provision for excess

inventory that resulted from the Covid-19 pandemic.

Superdry plc Annual Report 2022

The provision relates to slow-moving Spring/Summer 20

product that is forecast to be sold at a loss through various

clearance channels. A further provision of £2.1m (FY21: £4.1m)

is recognised in relation to high-end Autumn/Winter 20 concept

product, which experienced very low sell through rates. The

reduction in the provision versus FY21 reflects better than

expected sell through in FY22, however a significant provision

remains due to the ageing nature of the stock and expected

declining sell-through. The Committee reviewed the

methodology and assumptions used by management to

determine the provision required at the end of FY22.

Debtors and bad debt provisioning

The bad debt provision of £4.7m (2021: £8.6m) includes a

specific provision and an expected credit loss (ECL) provision,

calculated in accordance with IFRS 9. The specific provision

of £3.2m (2021: £6.0m) is calculated for higher risk trade

receivables, relating to customers who have balances over

£30k that are at least 30 days overdue. The ECL provision of

£1.5m (2021: £2.6m) is calculated for the aggregated

remaining debtors profiled by country and based on the

Group’s historic loss experience, together with forward

looking information. The Committee reviewed the debtor

summary, ageing profiles and the provisions for bad debts to

ensure they remained appropriate taking account of

performance in the year against last year’s provision and cash

collections post year end. Provision was made for balances

assessed as being uncollectable on a customer-by customer

basis, having regard to available credit insurance and any

security held by the Group. The Committee was satisfied with

the level of provision, given both the profile of the year-end

debtor book and the Group’s historic loss experience

IFRS 16

During FY22, the Group has continued to benefit from

significant rent renegotiations, arising as a result of the

Covid-19 pandemic. Where rent renegotiations have been

agreed with landlords, these have been integrated into the

IFRS 16 model. The Group has adopted the practical

expedient for Covid-19 related rent concessions for any rent

modifications or renegotiations meeting the recognition

criteria, which allows the Group to recognise rent

concessions within profit or loss rather than treat them as a

lease modification. Covid-19 related IFRS 16 rent

concessions resulted in a credit to profit or loss of £3.7m.

IFRS 16 lease modifications and renegotiations resulted in a

further credit of £16.8m to other gains. The Group also

continues to recognise an onerous contract liability for the

service charges element of the rental contracts, which is

outside the scope of the standard.

Going concern and viability

The committee reviewed and challenged management’s FY23

budget, with a particular focus on the reverse stress test

scenario up until January 2023, the point at which the current

ABL facility expires. The committee challenged the key

assumptions made, including the impact of the cost-of-living

crisis, the longer-term effects of the Covid-19 pandemic and

the mitigating actions available to management in responding

to these challenges. TheCommittee was satisfied that the

risk of breaching the existing facility limit or associated

covenant tests prior to expiry in January 2023, was remote.

However, while the refinancing of Superdry’s current

Asset Backed Lending (ABL) facility remains ongoing, the

Committee considers management’s conclusion, that there

exists a material uncertainty in respect of going concern,

appropriate. This is on the basis that the current funding

facility is in place for a period of less than 12 months from the

date of the approval of the annual report and accounts.

Superdry plc’s investment in subsidiaries

The Committee also reviewed the recoverability of the

intercompany receivables and carrying value of investments

in its subsidiaries, which use the same key assumptions as

the goodwill impairment calculations to estimate the value

in use of each subsidiary. The Committee considered the

sensitivity impact of changes in assumptions and potential

additional impairment if performance is adverse to forecast.

Other matters

Five-year plan

The Committee reviewed the updated medium-term

planning assumptions used in the going concern and viability

considerations as well as in the calculations for impairment

and assessments of recoverability of deferred tax assets.

Although there remains a high level of uncertainty as a result

of the current macro-economic outlook, the Committee’s

analysis supports the plan adopted.

Internal controls framework review

Throughout F21 and FY22 a control deficiency remediation

project has been ongoing. Whilst progress has been made

on some areas over the first year of this plan, it has been

slower than desired and there have been further significant

weaknesses identified during the year-end process,

specifically in stock and accounts payable. The Committee

continues to be regularly updated on the progress of the

remediation project, however recognises that there remain

significant improvements to be made going forward.

Itremains a top priority to ensure significant progress is

made in FY23, as is further outlined in the ‘Review of the

effectiveness of internal controls’ section below.

Asset Backed Lending Agreement

The existing ABL, which has been in place since August 2020

with banking partners HSBC and BNPP is due to expire at the

end of January 2023. As stated in the going concern section

above, the committee has satisfied itself that the risk of a

breach of the facility limit or the associated covenant tests

prior to the expiry date is remote. The Committee also made

enquiries into the governance and controls surrounding the

operation of the ABL facility, concluding that those

arrangements were working to the standards required.

Governance → Audit Committee Report

Superdry plc Annual Report 2022

100

Governance → Audit Committee Report

The Committee has an annual calendar of business which is designed to ensure it discharges its responsibilities over the

course of each reporting year. The table below shows the business considered at each meeting in FY22 and in early FY23.

Committee meetings

Scheduled meetings Agenda items

FY22

23 July 2021 • Key financial judgements and estimates;

• FY21 external audit timetable and process;

• Risk management;

• Internal Audit activity updates and FY22 Internal Audit plan;

• Internal controls framework;

• Ethical audit compliance;

• Draft Audit Committee Report (annual financial report);

• Non-audit services policy;

• Review of Whistleblowing and Anti-Bribery and Corruption arrangements and

GiftsRegister;and

• Review of insider list protocols.

31 August 2021 • Key financial judgements and estimates;

• Draft Going Concern statement and Viability statement for FY21;

• Internal controls framework;

• External auditor’s final report for FY21;

• External auditor fees for FY21 audit;

• Annual financial report and accounts FY21 including fair, balanced and

understandableassessment;

• Preliminary results draft RNS and investor presentation; and

• Private session held with external auditor.

18 November 2021 • Key financial judgements and estimates;

• Finance transformation roadmap;

• Directors’ and Officers’ insurance renewal;

• Internal controls framework;

• Group transfer pricing arrangements;

• Group policy and the corporate criminal offence;

• Group corporate structure review;

• Scope for the half-year financial review;

• Treasury Policy review;

• Review of Risk Management policy;

• Internal Audit activity;

• Shrinkage ‘deep dive’;

• Proposals to amend the Group Share Dealing Code and Policy;

• Results of a Business Continuity exercise (simulation of a loss of a distribution centre);

• Review of effectiveness of the external auditor; and

• Private session held with Committee members.

Superdry plc Annual Report 2022

101

Committee meetings

Scheduled meetings Agenda items

FY22

14 January 2022 • Key financial judgements and estimates;

• Review of FY22 half-year results, draft RNS and investor presentation;

• Going Concern paper;

• Refinancing – exploration of options paper;

• Treasury arrangements review;

• Ethical audit compliance; and

• Private session held with Committee members.

24 March 2022 • Key financial judgements and estimates update;

• FY22 full-year audit timetable and process;

• Approach to viability assessment;

• TCFD reporting;

• Tax Strategy review;

• Group corporate structure review;

• Finance transformation update;

• Full-year audit plan and materiality;

• Review of level of non-audit services;

• Audit engagement letter and fee;

• Review of independence of external auditor;

• FY23 Internal Audit plan;

• Ethical audit compliance – update; and

• Committee terms of reference review.

FY23

9 May 2022 • FY22 audit update;

• Treasury update;

• Hedging compliance review;

• Review of the effectiveness of internal controls;

• Strategic risk review (PRUs);

• Review of the effectiveness of risk management;

• Assessment of information security maturity;

• Annual financial statement fraud mitigation review;

• Data Privacy review; and

• Shrinkage – follow up on audit actions.

Governance → Audit Committee Report

Superdry plc Annual Report 2022

102

Committee meetings

Scheduled meetings Agenda items

FY23

15 July 2022 • FY22 audit update;

• Refinancing update;

• Key financial judgements and estimates;

• Audit Committee draft report (Annual Report FY22);

• Audit Committee metrics dashboard;

• Finance transformation roadmap update;

• Annual review of Risk Management Policy;

• PRUs – risk appetite and assurance mapping;

• Insurance tender;

• Update on audit, reporting and corporate governance reform;

• TCFD final draft Annual Report disclosure;

• Internal controls questionnaires report;

• Update on outstanding Internal Audit actions;

• Whistleblowing Policy and arrangements annual review; and

• Anti-Bribery and Corruption Policy and arrangements annual review (including excerpt of Gifts

and Hospitality Register).

2 September 2022 • Key financial judgements and estimates;

• Draft Going Concern statement and Viability statement;

• External auditor’s report FY22;

• External auditor fees for FY22 audit;

• Annual financial report and accounts FY22;

• Fair, balanced and understandable assessment; and

• Preliminary results draft RNS and investor presentation.

Governance → Audit Committee Report

European Electronic Single Format (ESEF)

This annual financial report has been prepared in compliance

with the ESEF regulation. EU listed companies must produce

their annual reports in eXtensible HyperText Markup

Language (XHTML) for reporting periods beginning on or

after 1 January 2020 and International Financial Reporting

Standards (IFRS) reporters must use inline XBRL (iXBRL) to

allow the consolidated data in primary financial statements

to be machine-readable.

Committee areas of focus for FY23

The Committee’s main areas of focus for FY23 will be to

monitor cash flows and to ensure that the refinancing is

adequate to meet the liquidity requirement of the Group,

through the ongoing uncertain global trading environment.

The Committee will also be firmly focussed on the

improvement of internal financial controls as part of the

finance transformation roadmap, and an improvement in the

year-end audit process as we transition to a new firm of

auditors. The implementation of new technology during the

year will be a key part of this transformation. The execution

of the FY23 Internal Audit plan, approved on 24 March 2022,

will also be an area of focus for the Committee. The

Committee will also continue to oversee the embedding and

enhancement of Superdry’s TCFD reporting.

Internal Audit

The Group’s internal audit plan is developed by the

Head of Internal Audit and Risk supported by an Internal

Audit Manager and specialist, third-party resource where

appropriate. The plan is agreed with the Audit Committee for

each financial year.

During FY22, internal audits have been carried out in the

following areas: wholesale sales order process, wholesale

contracts, compliance with US law and regulations, cyber

security, payroll and furlough. An independent review was

also conducted to assess the business’s ability to respond

to a significant outage at one of its distribution centres.

Throughout the financial year, internal audit also reviewed

business risk assessments of the operational and financial

impacts of Covid-19, including impacts on teams and team

safeguarding, security of closed locations and maintenance

of supply chain and supported the development of business

continuity and impact mitigation plans.

Detailed reports containing the findings and recommendations

of internal audits are presented to the Executive Committee

and Audit Committee along with remediation plans, where

necessary. Remediation actions are communicated to business

owners and are monitored and actively followed up by the

Internal Audit team, through to completion by agreed timescales.

Superdry plc Annual Report 2022

103

Where appropriate, members of the Executive Committee

have been asked to attend Audit Committee meetings to

provide updates on the implementation of remediation plans.

The Audit Committee believes the Internal Audit function to

have been effective during FY22.

The internal audit plan is subject to ongoing review during

the year, so that it is agile enough to adapt to changing

circumstances and to react to events where necessary.

The internal audit plan for FY23 will be to audit the

implementation of changes to the control environment as

part of the ongoing finance transformation project. Controls

associated with key system implementations in other parts

of the business will also be audited, including stock and

cyber security controls associated with the refreshed

website. An independent maturity assessment will be

undertaken for ESG, which represents an emerging area of

regulation, as well as an audit of the business’s governance

arrangements to support overseas compliance.

Review of the effectiveness of internal controls

Background

During FY20, a number of accounting and control issues

were identified by both internal audit and the external auditor

(Deloitte). Details of the control weaknesses were included in

Deloitte’s FY20 audit report and included matters relating to

management review controls, balance sheet reconciliations,

transactional processing controls and deficiencies in general

IT controls.

In FY21, the Audit Committee and the Finance team

implemented a remediation plan focused on remediating key

balance sheet controls around inventory, accounts payable

and cash as well as improving the month end close and

management review processes ahead of the FY21 year end.

An Internal Audit review of the progress made against the

Group’s remediation plan in Q4 FY21 found a number of

areas where the control environment required further

improvement. Deloitte continued to identify control

weaknesses consistent with those identified from the

previous audit in FY21 and again included details in their

audit report. Consistent with FY20, further work was

required including additional detailed transactional testing to

ensure the risk associated with the controls weaknesses was

addressed. The delay in the FY21 results announcement

ensured there was sufficient time for both management and

the external auditor to complete the

required work.

Current position – effectiveness of the Group’s

controls in FY22

Deloitte has continued to identify significant weaknesses in

the Group’s control environment during the course of the

FY22 audit, highlighting a significant number of audit

adjustments as a result. Their audit report continues to

explain weaknesses in the Group’s transactional processing

controls, month end close the books process, management

review controls and general IT controls. Unfortunately,

particular issues have been identified in the accounts

payable and inventory business processes (specifically

inventory cost variance accounting) during the current year

external audit, indicating a deterioration of controls in these

areas. This has been exacerbated by high employee turnover

within the Finance team resulting in the loss of knowledge of

the Group’s processes in these areas which, in lieu of

effective systems, is essential for the adequate maintenance

of controls. Despite the implementation of IFRS 16

accounting software, the process continues to be complex

especially as the IFRS 16 accounting is maintained outside of

the underlying general ledger and recorded as an overlay

adjustment through the consolidation process.

Consistent with FY20 and FY21, the deferral of the

announcement of the FY22 results has again been necessary

to allow more time for the Finance team, the Board and

AuditCommittee, and the external auditors to undertake

the additional work required to respond to the control

weaknesses identified and ensure there is no risk of

materialerror. The additional work performed has included

performing detailed, transaction verification testing in

certain areas. Further details are set out in the Independent

Auditor’s Report on page 132.

Finance Transformation Plan and future actions

A finance transformation plan (the ‘Plan’) was developed by

the new finance leadership team following the completion

of the FY21 audit in order to address the Group’s control

deficiencies. The Plan is establishing a framework for the

improvements required across the Group, focusing on the

four pillars of people, processes, policies and systems.

As part of the transformation plan, an internal control

questionnaire (ICQ) has been implemented. This requires

control owners to attest on a quarterly basis that the controls

in their areas are being operated as designed. Consistent

with the findings of internal and external audit referred to

above and in the Independent Auditor’s Report on pages 132

to 147, the results of the ICQ indicate that there remain

control deficiencies that need to be addressed.

It is clear that significant further work and focus is needed

to improve the effectiveness of the Group’s internal

controls and the pace of change is not as originally planned.

The deterioration in controls in inventory and accounts

payable in particular is disappointing. Recruitment activity

in FY22 has sought to build the strength and depth of

the finance team and although some progress has been

made, further work is needed to increase the technical

competencies and seniority of the finance team across both

financial reporting and tax and establish a solid foundation

on which the transformation plan can be built.

The Group plans to implement a number of new systems in

FY23 including Blackline, a new reconciliation tool; SoftCo,

a new AP automation system, and an upgrade to the Group’s

accounting system. The new systems will help increase the

level of automation and standardisation in the Group’s

processes helping to ensure the control environment is

sustainable in the long term. However, it will take time to

implement the system changes needed to ensure the Group

has an effective internal control environment and until then,

the Group will continue be reliant on a number of manual

review and reconciliation controls, which as set out above

need to be improved as a matter of urgency.

Governance → Audit Committee Report

Superdry plc Annual Report 2022

104

Governance → Audit Committee Report

Focus by the Audit Committee

The Audit Committee will be regularly updated on the

progress made in FY23. Particular areas of focus for the

Audit Committee will include:

• Ensuring that a robust month end close process

is established;

• Regularly reviewing the strength and depth of the finance

team, given the resourcing issues faced in FY22;

• Oversight of the planned system changes;

• Actions take to address the control observations raised

by internal and external audit; and

• Management’s response to the results of the quarterly

ICQ questionnaire.

The finance transformation plan is a multi-year project and is

expected to be completed by FY24, albeit there remains a

risk that it may take longer than this, hence the increase in

the ‘risk indicator’ highlighted in PRU 6 associated with the

control environment on page 61.

Anti-bribery and corruption

Controls are in place to ensure ongoing compliance with

the Bribery Act 2010. The Committee reviews, on an annual

basis, a report and the Group’s corporate gift and hospitality

received by colleagues from external business relationships,

above an agreed threshold. The Group’s Anti-Bribery and

Corruption Policy was reviewed in July 2022.

External auditor

Review of effectiveness of external auditor

A review of the effectiveness of the FY21 external audit,

undertaken by an internal survey of members of the

Committee, the CFO, and the internal Finance team, was

undertaken and the results considered by the Committee in

November 2021. The review concluded that Deloitte

effectively executed the external audit.

Supervision and scope of external audit

The Committee oversees the external auditors by reviewing,

challenging and approving the audit plan and ensuring that

it is consistent with the scope of the audit engagement.

The Committee meets regularly with the external auditors,

both with and without management present.

During the review of the audit plan, the Committee discussed

and agreed those financial statement risk areas identified by

the auditors that required additional audit emphasis,

including the impact on the Group of the Covid-19 pandemic

and global economic and geopolitical uncertainty. The audit

opinion on pages 132 to 147 provides a full explanation of the

scope of the audit, concept of materiality and key accounting

and reporting judgements.

Independence of external auditor

Auditor independence is maintained by reviewing Deloitte’s

confirmation of their independence and monitoring the nature

and value of non-audit services carried out. The Committee

will continue to ensure that employees of the external auditor

who have worked on the audit in the past two years are not

appointed, without prior approval of the Committee, to

senior financial positions within the Group. In addition, the

rotation of the lead partner occurs every five years.

The Committee assessed the independence of the external

auditor and concluded that they were independent and that

there were no non-audit services provided by Deloitte in the

year under review.

Reappointment of auditor

During the year, Deloitte LLP advised the Company that

they intended to step down as its auditor, following the

completion of the audit of the Group’s results for the 53

weeks ended 30 April 2022. In light of this, the Committee

initiated a process to find a new auditor, inviting expressions

of interest from a number of audit firms, and discussing the

Group’s requirements with a number of those firms. We

expect to confirm the outcome of that process in due course.

Audit fees

The Committee was satisfied that the level of audit fees

payable in respect of the audit services provided of

£3,349,000 (FY21: £2,500,000) was appropriate.

Non-audit services

The Group’s policy for non-audit services is in line with

the recommendations set out in the Financial Reporting

Council’s (FRC) Guidance on Audit Committees (2016) and

the requirements of the FRC’s Revised Ethical Standard (2019)

(the Ethical Standard). In line with those recommendations

and requirements, an external audit firm is only appointed to

perform a service when doing so would be consistent with

both the requirements and the principles of the Ethical

Standard, and when its skills and experience make it the

most suitable supplier. In addition, the Ethical Standard

requires an assessment of whether it is probable that an

objective, reasonable and informed third party would

conclude that independence is not compromised.

At times, it is in the Group’s and shareholders’ interests to

engage the external audit firm to deliver services. For permitted

non-audit services that are clearly trivial, the Audit Committee

has pre-approved the use of the external auditor subject to

the limits set out in the Group’s Non-Audit Services Policy.

The level of non-audit fees is monitored to ensure that they

do not exceed 70% of the average annual statutory audit

fees payable over the last three financial years.

There were no non-audit services performed by the external

auditor in FY22 (FY21: nil).

Superdry plc Annual Report 2022

105

Part 1: Annual Statement

‘During FY22, the Remuneration Committee

has focused on implementing the new

Remuneration Policy which was approved by

shareholders at the 2021 AGM. In addition, the

Committee has reviewed reward structures

and workforce pay at Superdry to ensure it

supports the business on its path to growth

and to promote the long-term success of the

Group for all stakeholders.’

Georgina Harvey

Chair, Remuneration Committee

Dear Shareholders

On behalf of the Board, I am pleased to present the

Directors’ Remuneration Report for the financial year ended

30 April 2022.

This financial year has continued to be impacted by the

Covid-19 pandemic and by emerging geopolitical and

economic factors. The Executive team has continued to

control costs as it implements our reset strategies, with

strong focuses on improving our digital capabilities, and on

our aim of being the leading sustainable brand. The

Committee’s activities during FY22 have centred around:

• Switching from Performance Share Plan awards to

Restricted Share Plan awards following shareholder

approval at the 2021 AGM. Details of the switch, and our

detailed rationale, were set out in last year’s Directors’

Remuneration Report; and

• Supporting the Executive team and the Group by carefully

balancing the incentivisation and motivation of Superdry’s

workforce with prudent financial management.

Governance → Directors’ Remuneration Report

DIRECTORS’ REMUNERATION REPORT

Remuneration Committee

Membership and attendance in FY22

Members

• Georgina Harvey (Chair)

• Faisal Galaria

• Alastair Miller

• Helen Weir

Attendance

There were six scheduled meetings during FY22, and all

Committee members attended each meeting with the

exception of Faisal Galaria who attended five out of six

meetings (see the Board and Committee meetings

attendance table on page 79 for details). Regular

attendees at meetings included the Chief Executive

Officer, the Chief Financial Officer, the Global People

Director, the Group Company Secretary and General

Counsel, the Deputy Company Secretary and the

International Reward Manager. The Group’s independent

remuneration consultants may also attend meetings.

Therole of secretary was performed by the Deputy

Company Secretary or their Nominee. A report of the

Committee’s activities is given to the Board at each of its

scheduled meetings.

Preparation of this report and compliance

This report has been prepared in accordance with

the Large and Medium-Sized Companies and Group

(Accounts and Reports) Regulations 2013, as amended,

the UK Code of Corporate Governance 2018 “The Code”

and the Listing Rules. The report is split into three sections:

the annual statement which summarises remuneration

outcomes for FY22 and how our policy will operate for

FY23; the Remuneration Policy report (as approved by

shareholders at the 2021 AGM); and the Annual Report on

Remuneration, which sets out how the policy was

implemented for FY22 and how it will be implemented for

FY23. The Directors’ Remuneration Report (excluding the

Remuneration Policy) will be subject to an advisory vote at

the November general meeting.

Superdry plc Annual Report 2022

106

Committee activities during FY22

The key activities undertaken during the year were as follows:

• Reviewing the remuneration of the senior executives and

other senior managers (including salary, benefits and

pensions and any bonus schemes if applicable);

• Reviewing and approving the FY22 Restricted Share

Awards proposal and grant;

• Reviewing the FY22 Annual Bonus Scheme and

determining the award level;

• Reviewing Group-wide share plans in light of the Group’s

evolving strategy and prevailing economic conditions and

business performance;

• Reviewing the principles of Group annual pay and

benefits encompassing all employees globally;

• Considering remuneration-related measures to mitigate

the continuing impact of Covid-19 on Superdry;

• Reviewing and approving the annual Gender Pay Gapreport;

• Reviewing and approving the CEO pay ratio;

• Reviewing and approving an updated Remuneration

Committee terms of reference;

• Reviewing the FY21 Directors’ Remuneration Report and

Group-wide remuneration policies;

• Considering and approving the remuneration of senior

new hires, including the Chief Technology Officer and

Global People Director;

• Considering any termination arrangements for departing

senior executive colleagues; and

• As part of the annual Board performance review,

conducting an internal Committee performance review

against the Committee’s terms of reference, considering

the results of that review and identifying objectives to

drive improvements in Committee performance.

In addition, when determining the Policy and practices, the

Committee has addressed the following (as per Provision 40

of the Code):

Clarity – our Policy is simple and understood by our senior

team, by wider colleagues (including the SD Voice,

Superdry’s colleague engagement forum) and by investors

who participated in our FY21 consultation.

Simplicity – the Committee uses plain language to explain

the Policy to colleagues, investors and wider stakeholders.

Our remuneration structures are not complex.

Risk – our Policy is based on (i) a combination of both short

and long-term plans based on financial and non-financial

targets; (ii) a combination of cash and equity; and (iii) a

number of shareholder protections (ie, post vesting holding

periods, shareholding guidelines, malus and clawback

provisions) which have been designed to reduce the risk of

inappropriate risk taking.

Predictability – our incentive plans are subject to individual

caps, and our share plans have also been subject to dilution

limits. The scenario charts in the Remuneration Policy

illustrate how the rewards potentially receivable by our

Executive Directors vary based on performance and share

price growth.

Proportionality – there is a clear link between individual

awards, delivery of strategy and our long-term performance.

In addition, the structure of our annual bonus and Restricted

Share Awards (RSAs), together with the structure of the

Executive Directors’ service contracts, ensures that poor

performance is not rewarded.

Alignment to culture – Superdry’s culture and strategy is

fully supported through the annual bonus, which measures

performance against the KPIs that underpin the delivery of

our strategy and use of RSAs which creates both internal

and shareholder alignment.

Throughout FY22, Superdry colleagues have been consulted

on various topics of remuneration. Specifically, the SD Voice,

has been consulted on the approach to the grant of

Restricted Share Awards, Group pay review, job levelling and

recognition practices. These sessions were used to inform

decision-making at the Remuneration Committee and take

feedback as to whether the remuneration practices were in

line with those in the Code and Policy specified.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

107

Governance → Directors’ Remuneration Report

Principal roles and responsibilities

of the Committee

• Determines the framework and policy for the

remuneration of the Chair, Chief Executive Officer,

Executive Directors, the General Counsel and Company

Secretary and other Executive Committee members;

• Advises on and agrees the total individual remuneration

of each Executive Committee member, giving due regard

to any legal requirements, the Code and the Listing Rules;

• Approves the design of the annual bonus scheme (and

targets) and share awards operated for Executive

Committee members, the total annual payments made

under such schemes and provides oversight and

guidance in relation to other Group-wide incentives/share

award proposals, to ensure that these are aligned to

performance, Superdry’s culture and the Board’s

riskappetite;

• Oversees and advises on the Remuneration Policy and

benefits structures throughout the Group to ensure that

they are aligned with the Group’s strategy, culture and

values while promoting its long-term success and

enabling the attraction, retention and motivation of all

colleagues to deliver the Group’s strategy; and

• Oversees the wider workforce remuneration strategy

along with total reward initiatives to ensure that both the

Executive and wider workforce are aligned.



Remuneration framework

The Board is committed to ensuring that the remuneration

framework supports the strategy and that those individuals

tasked with leading Superdry are motivated to drive

the business objectives and priorities that need to be

Recruit and

retain high

calibre talent

Building

a team of

talented

people

Embeds our

unique values

Reinforces our

unique family

culture

Drives share

ownership

Aligning

shareholder

and colleague

interests

Delivers

long-term

sustainable

growth

Encourage

behaviours

delivering

long-term

sustainable

brand growth

Aligned to the

business

objectives

Delivering the

strategic plan

Simple

and fair

Easily

understood

by others and

balanced

against

the wider

workforce

successfully delivered. To align the interests of our

leaders with those of shareholders, a significant proportion

of performance-related remuneration is in the form of RSAs,

designed to encourage a long-term, sustainable mindset.

The Remuneration Policy for leaders at Superdry is based

on the principles below.

Superdry plc Annual Report 2022

108

Implementation of Directors’ Policy for FY22

• Base salary: No base salary increases were awarded to

Executive Directors from 1 May 2021. The CEO’s base

salary was maintained at £600,000 p.a. and the CFO’s

salary was maintained at £375,000 given his 26 April 2021

appointment date.

• Benefits in kind and pension: No changes were made to

benefit or the workforce aligned pension provision.

• Annual bonus: Performance against the profit and

strategic targets resulted in a formulaic annual bonus

outcome of c.93% of the maximum. However, while

performance against the financial and strategic targets

that were set at the start of the financial year was strong,

following consideration of the stakeholder experience

more broadly, including the Company’s share price

performance and the wider economic environment at the

current time, the Committee decided not to award an

annual bonus to Executive Directors for FY22.

• Long-term incentives: Although no PSP awards are held

by the current Executive Directors, the 2018 PSP award

lapsed in FY22 and the 2019 PSP is expected to lapse

infull.

No changes were made to Non-Executive Director fees

inFY22.

Use of discretion

As detailed in the annual bonus section above, the

Committee applied downward discretion to reduce the

annual bonus to £nil to ensure that the total remuneration

packages for the CEO and CFO appropriately reflect the

broader stakeholder experience in respect of the year

underreview.

Implementation of Directors’ Policy for FY23

The Committee intends to operate the Directors’

Remuneration Policy for the CEO and CFO for FY23

asfollows:

• Base salary: Executive Director base salaries were

increased by 2% from 1 May 2022, which was lower than

the average general workforce increase across Superdry.

• Benefits in kind and pension: No changes will be made

to benefits or the workforce aligned pension provision.

• Annual bonus: The annual bonus plan will be operated

for FY22/23 in line with the prevailing Policy albeit bonus

potential will be capped at 100% of salary rather than the

150% of salary Policy maximum. Performance metrics will

be based on financial (majority) and personal/strategic

(minority) targets.

• Restricted Share Awards (RSAs): RSAs to be granted

in FY22/23 will:

• Vest after three years from the grant date, subject to

continued employment, satisfactory individual

performance and a positive assessment of performance

against the underpin. No shares can be sold until at least

five years from grant, other than those required to settle

any taxes; and

• Be set at a maximum of 75% of salary, albeit the

Remuneration Committee will consider the prevailing

share price at the time of grant.

No changes are expected to be made to Non-Executive

Director fees in FY23.

Consideration of remuneration elsewhere in

the Company

At the Committee meeting in March 2022, the results of a

comprehensive Group-wide pay review were considered by

the Committee. The recruitment and retention of talented

people is central to Superdry’s success, and the creation of

an amazing employee experience is a key initiative in our

strategy. To support this, and against a backdrop of a very

competitive jobs market and significant escalations in the

costs of living for our people, the Committee approved a

3.5% pay award (effective 1 May 2022) for UK head office

and UK Retail management (save for the Executive

Committee where a 2% increase was approved) and

the removal of age-related pay and in-country inflationary

wage increases for global retail and international office

based colleagues.

Also in the year, the Committee approved, in September

2021, restricted share awards which remained extended to

junior management and experienced professionals for the

second time at Superdry, honouring a commitment by the

Committee to encourage and facilitate share ownership

throughout the workforce at Superdry. The Committee also

reviewed the operation of the FY22 Bonus scheme and

approved the FY23 Bonus scheme.

Board changes in FY22

There were no changes to the Superdry Board during FY22.

Conclusion

I would like to take this opportunity to thank my fellow

Remuneration Committee members for their dedication

during FY22 and to thank Cathryn Petchey, Global People

Director, who joined Superdry in November 2021 and has

worked extensively with the Committee in the latter part of

the financial year to support our work.

I trust that shareholders will continue to support Superdry’s

Remuneration Policy and that you will support this Directors’

Remuneration Report at the November general meeting.

Georgina Harvey

Remuneration Committee Chair

6 October 2022

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

109

Governance → Directors’ Remuneration Report

Part 2: Directors’ Remuneration

Policy (unaudited)

The following section of this report sets out a summary of

the Directors’ Remuneration Policy which was approved by

shareholders at the 2021 AGM. The full Policy as approved

by shareholders is set out in the Annual Report 2021.

Policy scope

The Policy applies to the Chairman, Executive Directors and

Non-Executive Directors.

Policy duration

Following shareholder approval at the 2021 AGM, the Policy

will apply from that date for a maximum of three years.

Remuneration Policy overview

We aim to provide a remuneration structure and approach

that helps align the interests of Executives and shareholders,

and enables the attraction, retention and motivation of high

calibre people with the capability to drive continued growth

of the business. Where the Committee has discretion in

implementing the Remuneration Policy, that discretion

will be exercised diligently and in a manner aligned with

shareholder interests. Discretion will only be exercised within

the boundaries and limits set out in the Remuneration Policy.

Summary of the Executive Director Remuneration Policy

Element: Base salary

Purpose and link to strategy Maximum opportunity

Set at levels to attract and retain talented Executive

Directors of the high calibre required to develop and deliver

our ambitious growth strategy. Base salary will reflect each

Executive Director’s individual skill, experience and role

within the Group. Any changes to salary will take account

of average increases across the Group.

Salary increases will typically be in line with the general

level of increase awarded to other employees in the Group

and/or the Executive Director’s country of employment.

In exceptional circumstances (eg, where there is an

increase in scale, scope and/or responsibility, to reflect

the development and success of the individual within the

role, and/or to take account of relevant levels/market

movements) a higher increase may be awarded.

There is no prescribed maximum base salary level or

maximum annual increase.

Current salaries are detailed in the Annual Report

onRemuneration.

Operation Performance measures

When determining base salary the Committee typically takes

into account:

• Salary levels for comparable roles at companies of a similar

size, industry, global scope and complexity;

• Business and individual performance;

• Changes to the scale and complexity of the role; and

• Salaries paid to other employees across the Group.

Base salary is normally paid on a monthly basis in cash.

Thebase salary for each Executive Director is normally

reviewed annually in May by the Committee although an

out-of-cycle review may be conducted if the Committee

determines this is necessary. A salary review will not

necessarily lead to an increase in salary.

Individual and business performance are taken into

consideration when deciding salary levels.

Superdry plc Annual Report 2022

110

Element: Pension

Purpose and link to strategy Maximum opportunity

To provide retirement benefits which are market

competitive and to enable us to attract and retain

Executive Directors of the right calibre.

In line with the general workforce contribution rate (as a %

of salary).

Operation

Executive Directors can choose to participate in the

personal pension plan relevant to the country where they

are employed, and/or to receive a cash allowance, or a

combination of the two. Our Group personal pension plan

is a defined contribution plan.

Element: Other benefits

Purpose and link to strategy Maximum opportunity

To ensure Superdry is broadly competitive on benefits with

broader market practice.

To support personal health and well-being.

There is no maximum level of benefits provided to an

individual Executive Director.

Participation by Executive Directors in the SAYE scheme,

and any other all-employee share plan operated in the

future, is limited to the maximum award levels permitted by

HM Revenue & Customs.

Operation

Benefit provision is set at an appropriate market level

taking into account market practice in the Executive

Director’s home jurisdiction, the jurisdiction where they are

based, and benefits for similar roles at similar companies

and the level/type of benefits provided elsewhere in

theGroup.

The benefits to which Executive Directors are entitled

include (but are not limited to) private medical insurance

(for the individual and their family), company sick pay,

holiday pay, life assurance, car allowance and staff

discount on Superdry products. Other benefits may be

provided where appropriate.

In-country and global relocation support may also be

provided where appropriate.

Executive Directors are eligible to participate, on the same

basis as other employees, in our SAYE and BAYE

schemes. They may also be granted eligibility to participate

on the same terms in any new benefit plans, including

all-employee share incentives, set up for the wider

employee group.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

111

Governance → Directors’ Remuneration Report

Element: Annual performance bonus

Purpose and link to strategy Maximum opportunity

To encourage and reward the achievement of challenging

financial and strategic performance targets during a

financial year. The performance measures set each year

align to our strategy and shareholder value creation.

Up to 150% of base salary.

Operation Performance measures

Bonus payments up to 100% of salary are normally

awarded in cash and are not pensionable. An individual

Executive Director may choose to defer bonus awarded

into our Group personal pension plan.

Bonus deferral: To the extent that bonus potential is

restored to the 150% of salary Policy maximum during the

Policy period, one third of any bonus will be deferred into

shares for three years.

Performance is normally assessed over one financial year.

The annual performance bonus may be based on financial

metrics (eg, revenue and/or profit) and personal and/or

strategic business objectives. The majority of the bonus

will be determined by Group financial performance.

Metrics and targets will be relevant to the particular

performance year and are aimed at securing a sustainable

long-term business model.

The performance criteria and performance targets are

determined by the Committee each year and include

threshold levels for minimum award (below which no bonus

will be awarded), on-target award and maximum award.

The Committee will set demanding performance targets

to encourage stretch performance. These targets are

considered to be commercially confidential and will

therefore be disclosed in due course after the performance

period has ended.

A straight-line sliding scale between threshold (no more

than 25% of opportunity), target (50% of opportunity) and

maximum (100% of opportunity) is used to determine the

level of award.

Malus and clawback provisions apply as described below.

Superdry plc Annual Report 2022

112

Element: Share ownership guidelines

Purpose and link to strategy Level

To help further strengthen the alignment between

management and shareholders.

Minimum of 200% of base salary.

Operation

In employment: Executive Directors not holding shares

worth at least 200% of their base salary will be expected to

retain 50% of any share award which vests (net of tax) until

such time as that level of holding is met.

Post cessation: Executive Directors will need to retain

shares equal to 100% of the in-post shareholding guideline

up until the second anniversary of employment cessation

(or actual shareholding if lower).

Any shares purchased by an Executive Director, shares

acquired in respect of the IPO, shares acquired through

buyout awards and share awards granted prior to the 2020

AGM will be excluded from this post cessation guideline.

Element: Restricted Share Awards

Purpose and link to strategy Maximum opportunity

Drives sustained long-term performance, aids retention

and aligns the interests of Executive Directors with

shareholders.

Up to 75% of base salary.

Operation Performance measures

Restricted Share Awards are granted on a discretionary

basis and are subject to continued employment at the end

of a three-year performance period with a two-year

post-vest holding period. Awards may be structured as

conditional awards or nil or nominal cost options.

Executive Directors may benefit, in the form of cash or

shares, from the value of any dividend paid between the

date of grant and the date of vesting (or post vesting

holding period if later) to the extent that awards vest.

Although no formal performance measures apply to RSAs,

the Committee will retain discretion to reduce the vesting

level (including to zero) after key strategic measures over

the vesting period have been considered (including but

not limited to revenue, % of full price sales, cash flow,

PBT and margin) and being satisfied that there have been

no environmental, social or governance issues resulting in

material reputational damage.

Malus and clawback provisions will apply as

describedbelow.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

113

Governance → Directors’ Remuneration Report

Selection of performance measures

Profit is normally the primary financial measure for the annual

bonus plan. At the sole discretion of the Remuneration

Committee, adjusting items may be removed where the

inclusion of such items would be inconsistent with fair

measurement, and actual tax may be adjusted to normalised

rates if is considered unsustainable. Performance targets

relating to the annual bonus plan are normally set from the

Group’s annual budget, which is reviewed and signed off by

the Board prior to the start of each financial year. Targets are

based on a number of internal and external reference points.

Targets are set to be stretching but achievable, with regard

to the particular strategic priorities and economic environment

in a given year. Strategic targets for the annual bonus may

be set each year based on the Company’s prevailing

strategic objectives at that time. Targets will be set on a

measurable, quantifiable basis where possible, but due

to the nature of the objective, may require some

subjectiveassessment.

In respect of the RSAs granted to Executive Directors, the

Committee must be satisfied with Superdry’s performance

and delivery against performance measures (including

revenue, % of full price sales, cash flow, PBT and margin)

and be satisfied that there have been no environmental, social

or governance issues resulting in material reputational damage.

The Committee retains the discretion to alter the weighting,

substitute or use new performance measures for future

incentive awards, if they are believed to better support the

strategy of the business at that time.

Malus and clawback provisions

The Committee has discretion to cancel, reduce or clawback

individual or all annual bonus awards in certain

circumstances including:

• A misstatement of results that resulted in an award being

paid at too high a level;

• A material failure of risk management or health and safety;

• Serious reputational damage to Superdry; and/or

personal misconduct; and

• Corporate failure or insolvency.

The Committee may at any time before the vesting of share

awards reduce the number of shares in certain

circumstances including if:

• A material misstatement of financial results has resulted

in the award having been granted over a higher number of

shares than would otherwise have been the case; and

• The number of shares awarded was based on any other

kind of error or basis of information or assumption that

turns out to be inaccurate and resulted in the award

having been granted a higher number of shares than

would otherwise have been the case.

For three years after any PSP/RSA award vests, the

Committee may decide that the individual is subject to

clawback if:

• There has been a material misstatement of results that

resulted in an award being paid at too high a level;

• There has been an error in assessing any performance

condition or there was inaccurate or misleading

information or assumptions that resulted in the award

vesting at a higher level than otherwise would have been

the case; and

• There has been serious reputational damage to Superdry;

and/or personal misconduct; and

• There is a corporate failure or insolvency.

Legacy arrangements

The Company will honour any commitments entered into

prior to the approval and implementation of the current

Remuneration Policy and Executive Directors will be eligible

to receive payment from any historical awards made.

Superdry plc Annual Report 2022

114

Julian Dunkerton

Chief Executive Officer

Shaun Wills

Chief Financial Officer

Scenario chart

The charts below show potential pay-out under the current Directors’ Remuneration Policy using the following assumptions:

Minimum • Consists of base salary, benefits and pension;

• Base salary from 1 May 2022;

• Benefits are based on estimated values for 2022/23;

• Pension of 4% of salary; and

• RSA of 75% of salary (noting that actual awards may be lower).

Base salary Benefits Pension RSA

Total

minimum

Julian Dunkerton £612,000 £16,000 £24,480 £459,000 £1,111,480

Shaun Wills £382,500 £12,000 £15,300 £286,880 £696,675

Target • As per the minimum scenario plus an on-target annual bonus of 50% of the maximum potential.

Maximum • As per the minimum scenario plus a maximum annual bonus (150% of salary), noting that potential awards

may be lower (the potential for FY23 will be set at 100% of salary).

Maximum with 50%

share price growth

• As the maximum scenario plus the value resulting from a share price growth of 50% from the RSA award.

£750

£250

£0

£1,000

£1,250

£1,500

£1,750

£2,000

£2,250

£’000

£2,500

£1,090

41%

22%

32%

36%

26%

31%

23%

12%

59%

46% 38% 33%

£1,390 £1,690 £1,915

On-target MaximumMinimum Maximum with

share price

growth

£683 £871 £1,058 £1,199

41%

22%

32%

36%

26%

31%

23%

12%

59%

46% 38% 34%

On-target MaximumMinimum Maximum with

share price

growth

Fixed pay (salary, benefits, pension)

Annual bonus RSA Share price growth

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

115

Governance → Directors’ Remuneration Report

Remuneration arrangements across Superdry

The reward philosophy continues to be consistent across

Superdry, namely that reward should support our business

strategy and be sufficient to attract, motivate and retain high

performing individuals. Within this framework, there are

differences for a range of reasons, including global location,

culture, best practice, employment regulation and the local

employment market conditions.

• Salaries and benefits – a range of factors are considered

including business performance, individual capability and

performance, the pay of other employees and external

market data;

• Annual performance bonus – consistent with the

Remuneration Policy for Executive Directors, annual

bonuses are typically linked to business performance with

a focus on profit, although the business retains the right

to void a bonus award in circumstances where we deem

an individual has not performed to an acceptable level or

has acted inappropriately during the performance period;

• Share awards – selected below Board employees may be

invited to receive Restricted Share Awards on the same

or similar terms to those granted to Executive Directors;

• All employee share schemes – in the UK the Group

operates SAYE and BAYE share schemes which are open

to all eligible employees. Under the SAYE scheme

employees can elect to save up to £500 each month for a

fixed period of three years. At the end of the savings

period, individuals may use their savings to buy Superdry

ordinary shares at a discount capped at up to 20% of the

market price set at the launch of the scheme. The BAYE

scheme gives employees the opportunity to buy shares

up to the value of £1,800 per year using pre-tax earnings.

For every 10 shares purchased through this scheme the

Group offers one free matching share; and

• Retirement benefits – in line with local country practices,

we encourage all employees to contribute appropriate

savings toward their retirement. In the UK, we operate

pension arrangements within the Occupational and

Personal Pension Schemes (Automatic Enrolment)

Regulations 2010.

Executive Directors’ service agreements

The following table sets out a description of any obligations

on Superdry, contained in the current Executive Directors’

contracts, which could give rise to, or impact, remuneration

payments or payments for loss of office.

Element Terms

Notice period Julian Dunkerton – 12 months

by Superdry and 12 months by

the Executive Director.

Shaun Wills – 6 months by

Superdry and 6 months by the

Executive Director.

Contract date Julian Dunkerton – 2 April

2019 (interim appointment),

16 December 2020

(permanent appointment)

Shaun Wills – 26 April 2021

Base salary As per contracts

Pension contributions Employer pension contribution

Contractual benefits Contractual entitlement to:

• Private medical insurance;

• Company sick pay;

• Life assurance

• Holiday pay;

• Car allowance; and

• Discount on Superdry

products.

Annual bonus Participation is subject to the

Committee’s discretion

Long-term incentive plan Participation is subject to the

Committee’s discretion

The service contract for any new Executive Director is likely

to include provisions for a notice period of up to six months

by either party, an annual salary review and participation in

the Company’s annual bonus scheme and RSA.

All Executive Director service contracts are available for

inspection at our registered office during normal hours of

business and at our AGM.

Discretions retained by the Committee

The Committee will operate the annual bonus plan and share

plans according to their respective rules (or relevant documents),

in line with the applicable approved Remuneration Policy

and in accordance with the Listing Rules where relevant.

TheCommittee retains certain discretions, consistent

with market practice, with regard to the operation and

administration of these plans. These include, but are not

limited to, the following in relation to RSAs: the participants;

the timing of grant of an award; the size of an award; within

policy limits the determination of vesting; the discretion

that may be required if dealing with a change of control or

restructuring of the Group; determination of the treatment

of leavers; adjustments required in certain circumstances

(eg, rights issues, corporate restructuring events and special

dividends); and reviewing performance underpins from one

cycle to the next.

Superdry plc Annual Report 2022

116

In relation to the annual bonus plan, the Committee retains

discretion over: the participants; the timing of grant of a

payment; the determination of the bonus payment; dealing

with a change of control; determination of the treatment of

leavers based on the rules of the plan and the appropriate

treatment chosen; the annual review of performance

measures and weighting; and targets for the annual bonus

plan from year to year.

In relation to the annual bonus plan, the Committee retains

the ability to adjust the targets and/or set different measures

if events occur (eg, material acquisition and/or divestment of

a business) which cause it to determine that the conditions

are no longer appropriate and that an adjustment is required

so that the conditions achieve their original purpose and are

not materially more or less difficult to satisfy.

Any use of the above discretions would, where relevant,

beexplained in the Annual Report on Remuneration and

may, as appropriate, be the subject of consultation with our

majorshareholders.

The operation of our SAYE and BAYE share schemes will be

as permitted under HM Revenue & Customs’ rules and the

Listing Rules. Details of shares or interests in shares held by

Executive Directors at the end of the financial year are set

out in the Annual Report on Remuneration. These remain

eligible to vest based on their original award terms.

Approach to the recruitment and retention of

Executive Directors

When hiring a new Executive Director or promoting to the

Board from within Superdry, the Committee will offer a

package that is sufficient to attract, retain and motivate the

right talent, while at all times aiming to pay no more than is

necessary. In determining an appropriate remuneration

package, the Committee will take into consideration all

relevant factors including but not limited to the impact on

other existing remuneration arrangements, the candidate’s

location and experience, external market influences and

internal pay relativities.

The remuneration package for a new Executive Director

would be set in accordance with the terms of our prevailing

approved Remuneration Policy at the time of appointment

and take into account the skills and experience of the

individual, the market rate for a candidate of that experience

and the importance of securing the relevant individual.

Salary would be provided at such a level as required to

attract the most appropriate candidate and may be set

initially at a below mid-market level on the basis that it may

progress towards the mid-market level once expertise and

performance have been proven and sustained. The annual

bonus potential would be limited to 150% of salary and RSAs

would be limited to 75% of salary.

Pension provision will be workforce aligned and other

benefits will be offered in line with local market practices

dependent on where an Executive Director is located.

In addition, the Committee may offer additional cash and/or

share-based elements to replace deferred or incentive pay

forfeited by an Executive Director leaving a previous

employer. It would seek to ensure, where possible, that these

awards would be consistent with awards forfeited in terms of

vesting periods, expected value and performance conditions.

For an internal Executive Director appointment, any variable

pay element awarded in respect of the prior role may be allowed

to pay out according to its terms. In addition, any other ongoing

remuneration obligations existing prior to appointment may

continue. For external and internal appointments, the

Committee may agree that certain relocation and/or

incidental expenses (as appropriate) will bemet.

Policy on payment for loss of office

We are committed to ensuring a consistent approach and to

not paying more than is necessary in the circumstances of

loss of office. In the event of an early termination of a

contract, the policy is to seek to minimise any liability. When

managing such situations, the Committee takes a range of

factors into account, including contractual obligations,

shareholder interests, organisational stability and the need

to ensure an effective handover. Executive Directors may be

entitled to a payment in lieu of notice (‘PILON’) if notice is

served by us. In the normal course of events, the Executive

Director would work their notice period. In the event of

termination for cause (eg, gross misconduct or negligence),

neither notice nor PILON would be given and the Executive

Director would cease to perform services immediately.

In the event of termination for reasons other than cause (for

example, resignation) where the individual is requested by us

to cease working before the end of the notice period, PILON

may be payable. If a portion of the notice period is served,

the PILON payment will be reduced on a pro rata basis.

Payments may be made on a phased basis. Alternatively,

rather than making a PILON, we may place an Executive

Director on garden leave for the duration of some or all of

their notice period.

Where an Executive Director leaves during a financial year,

the annual bonus will not be payable with respect to the

period of the financial year worked in line with the Group’s

annual bonus scheme rules.

Any share-based entitlements granted to an Executive

Director under our share plans will be determined based on

the relevant plan rules. The default treatment for RSAs is

that any outstanding awards lapse on cessation of

employment. However, in certain prescribed circumstances,

such as death, ill health, injury, disability, retirement, sale of

the employing company or business outside the Group or

any other circumstances at the discretion of the Committee,

‘good leaver’ status may be applied. For good leavers,

awards will normally vest on their normal vesting date,

subject to the satisfaction of the relevant performance

underpin at that time, and will be reduced pro rata to reflect

the proportion of the performance period actually served.

However, in the event of the death of an Executive Director,

the Committee has discretion to determine that awards vest

at cessation, subject to performance underpin, with no

service pro rata reduction.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

117

Governance → Directors’ Remuneration Report

Payment may also be made in respect of accrued benefits,

including untaken holiday entitlement, in line with the

treatment of other employees.

In addition, as is consistent with market practice, we may

pay a contribution towards an Executive Director’s legal fees

for entering into a settlement agreement and may pay a

contribution towards fees for outplacement services as part

of a negotiated settlement.

There is no provision for additional compensation on

termination following a change of control, nor liquidated

damages of any kind.

Consideration of conditions elsewhere

inSuperdry

The Committee has oversight of the main compensation

structures throughout Superdry’s business and actively

considers the relationship between general changes to

employee remuneration and to Executive Director

remuneration. When considering changes to Executive

Director remuneration, the Committee is provided with

relevant comparative employee information (for example,

average salary review) across Superdry.

The Committee does not consider it appropriate to consult

directly with employees when formulating Executive Director

reward policy. However, it does take into account employee

feedback on remuneration from employee surveys, as

provided to the Committee by the Group People Director.

Consideration of shareholder views –

consultation on Remuneration Policy

The Committee consulted with Superdry’s top 15 investors

and the main proxy advisory agencies (the IA, ISS and Glass

Lewis) in FY21 and early FY22 in respect of seeking

shareholder approval to change to the Remuneration Policy

at the 2021 AGM. After reviewing feedback received, the

Committee adopted a more conventional approach to post

employment cessation shareholding guidelines as promoted

by the IA (ie,100% of the in-employment share-holding

guideline for two years post cessation) and this change was

incorporated into the new Remuneration Policy. Consistent

with good practice, a wrap up letter was sent to those

consulted at the end of the consultation exercise which set

out the feedback received, and the Committee’s response.

The Committee was encouraged by the positive feedback

and was grateful for the support received from the vast

majority of investors consulted.

Summary of the Non-Executive Director Remuneration Policy

The Board aims to recruit high calibre Non-Executive Directors with broad commercial, digital or other relevant experience.

TheRemuneration Policy is as follows:

Element Fees

Purpose and link to strategy

Fees are set at an appropriate level to attract and retain high calibre Non-Executive Directors

and reflect the time commitment and responsibilities of each role and fees paid in other

companies of a similar size, industry, global scope and complexity.

Operation

Fees are normally reviewed annually and are normally paid in cash.

Each Non-Executive Director is paid a basic fee for undertaking Non-Executive Director and

Board duties. A higher fee is paid to the Chairman of the Board and the Senior Independent

Director. Additional fees may also be payable for taking on Committee responsibilities and other

Board duties.

Non-Executive Directors also receive staff discount on Superdry products. Non-Executive

Directors do not receive any other benefits other than reasonable expenses. Travel and other

appropriate expenses (including fees incurred in obtaining professional advice in the

furtherance of their duties) incurred in the course of performing their duties are reimbursed to

Non-Executive Directors along with any associated taxes.

Non-Executive Directors are covered by the Directors’ and Officers’ insurance and indemnification.

Maximum opportunity

As is the case for the Executive Directors, there is no prescribed maximum fee or maximum fee

increase. The aggregate fees payable to all Non-Executives combined are capped as set out in

Superdry’s Articles of Association.

Performance measures

No performance measures apply. Fees are set at an appropriate level to attract and retain high

calibre Non-Executive Directors.

Superdry plc Annual Report 2022

118

When recruiting a new Non-Executive Director, the remuneration arrangements offered will be consistent with the policy

presented above. Non-Executive Directors are appointed for an initial period of three years (subject to election at the

Company’s AGM) and then continue to serve subject to annual re-election at the Company’s AGM. Appointments may be

terminated by either the Company or the Non-Executive Director giving three months’ written notice. Save in respect of

retirement by rotation, a Non-Executive Director being removed from office will be entitled to compensation equal to the fee

during any remaining notice period.

Name Date of appointment

Peter Sjölander 29 April 2021

Helen Weir 11 July 2019

Alastair Miller 11 July 2019

Faisal Galaria 29 July 2019

Georgina Harvey 29 July 2019

All Non-Executive Director letters of appointment are available for inspection at our registered office during normal hours of

business and will also be available at our AGM.

Part 3: Annual Report on Remuneration

The following part of the Directors’ Remuneration Report, together with the Annual Statement, will be subject to an advisory

vote at the 2022 Accounts General Meeting, expected to be in November 2022 and sets out how the Remuneration Policy will

be implemented in FY23, and how it was implemented in FY22.

The following sections of the Annual Report and Financial Statements are identified as audited or unaudited as appropriate.

Implementation of the Remuneration Policy for financial year 2023

Base salary (audited)

Executive Directors’ base salaries are normally reviewed annually on 1 May, taking into account business and individual

performance, salary levels at companies of a similar size, industry, global scope, growth and complexity and the salaries paid to

other employees across Superdry. Current annual base salary levels, which were increased by 2% from 1 May 2022 (which was

less than the increase applied across the general workforce), are as follows:

From 1 May

2022

From 1 May

2021 Increase

Julian Dunkerton Chief Executive Officer £612,000 £600,000 2%

Shaun Wills Chief Financial Officer £382,500 £375,000 2%

Benefits in kind and pension (unaudited)

No changes will be made to benefit provision. Executive Director pension provision will continue to be set at 4% of salary

(intothe Group’s personal pension plan and/or in the form of a salary supplement).

Annual bonus (unaudited)

A bonus plan will be operated for FY23 in line with the prevailing Policy albeit bonus potential will continue to be capped at

100% of salary rather than the 150% of salary Policy maximum. Performance metrics will be based on financial (majority) and

personal/strategic (minority) targets and will be disclosed, together with the actual performance and payout, in next year’s

Directors’ Remuneration Report.

Long-term share awards (unaudited)

As per the FY22 awards, RSAs to be granted in FY23 will:

• Vest after three years from the grant date, subject to continued employment, satisfactory individual performance and a

positive assessment of performance against the underpin. No shares can be sold until at least five years from grant,

otherthan those required to settle any taxes; and

• Be set at a maximum of 75% of salary for the CEO and CFO albeit the Remuneration Committee will consider the prevailing

share price at the time of grant. The actual grant levels, which may be lower than 75% of salary, will not be agreed until

closer to the date of grant.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

119

Non-Executive Directors (audited)

No change will be made in financial year 2023 to the annual fees for Non-Executive Directors. Annual fee levels for FY23 are

therefore as follows:

Role

From 1 May

2022

From 25 April

2021 Increase

Chairman £200,000 £200,000 0%

Base fee for Non-Executive Directors £55,000 £55,000 0%

Senior Independent Director increment £17,500 £17,500 0%

Audit/Remuneration Committee Chair increment £12,500 £12,500 0%

Single figure remuneration (audited)

Base salary/

Fees

Taxable

benefits

Pension

contributions

Annual

bonus LTIP/RSA

Other

payments Total pay

Total fixed

pay

Total variable

pay

Non-Executive Chairman

Peter

Sjölander

FY22 201,111 2,529 – – – – 203,640 203,640 –

FY21 – – – – – – – – –

Executive Directors

Julian

Dunkerton

FY22 600,000 11,211 24,000 – – – 635,211 635,211 –

FY21 537,500 13,698 43,250 – – – 594,448 594,448 –

Shaun Wills FY22 375,000 13,834 15,000

– – – 403,834 403,834

FY21 – – – – – – – – –

Non-Executive Directors

Helen Weir FY22 72,500 896 – – – – 73,396 73,396 –

FY21 64,948 484 – – – – 65,432 65,432 –

Alastair

Miller

FY22 67,500 938 – – – – 68,438 68,438 –

FY21 60,469 – – – – – 60,469 60,469 –

Georgina

Harvey

FY22 67,500 1,172 – – – – 68,672 68,672 –

FY21 60,469 441 – – – – 60,910 60,910 –

Faisal

Galaria

FY22 55,000 172 – – – – 55,172 55,172 –

FY21 49,271 186 – – – – 49,457 49,457 –

Former Directors

Peter

Williams

FY22 – – – – – – – – –

FY21 179,167 – – – – – 179,167 179,167 –

Nick

Gresham

FY22 – – – – – – – – –

FY21 167,204 5,182 13,790 – – – 186,176 186,176 –

1. As disclosed in last year’s Directors’ Remuneration Report, salaries/fees were voluntarily reduced in the first three months of FY21 as result of the

Covid-19 pandemic.

2. Benefits include a car allowance, medical insurance and expenses in relation to the performance of duties.

3. Pension contributions for Julian Dunkerton, which are paid in the form of a cash allowance, reduced from 7.5% to 4% of salary from 1 April 2021.

ShaunWills received a 4% of salary pension contribution from appointment.

4. Peter Williams stepped down as Chairman on 28 April 2021. Peter Sjölander was appointed Chairman on 29 April 2021.

5. Nick Gresham stepped down from the Board on 15 October 2020.

6. Employer pension contributions for FY22 were made during FY23.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

120

Annual bonus for the year ended 30 April 2022 (unaudited)

Weighting

(% of salary) Threshold Maximum Actual

Payout

(% of max)

EBITDA 70% £-0.5m £7.5m £8.6m 70%

Inventory Reduction*

Goods on hand (Units)

15% 13m 12m 12.9m 8.25%

Sustainable Product Mix* 15% 33% 36% 45% 15%

Volume of Sustainable Product Sold

Total 100% 93.25%

Negative Committee Discretion -93.25%

Total (Post Committee Discretion) 0%

* Not payable unless the threshold EBITDA target was achieved.

As set out above, performance against the profit and strategic targets resulted in a formulaic annual bonus outcome of 93.25%

of maximum (equating to 93.25% of salary). However, while performance against the financial and strategic targets that were

set at the start of the financial year was strong, following consideration of the stakeholder experience more broadly, including

the Company’s share price performance and the wider economic environment at the current time, the Committee decided not

to award an annual bonus to Executive Directors for FY22.

Vesting of PSP awards (audited)

The PSP awards granted on 23 September 2019 were based on three financial years ending 2021/22. Noting that no current

Executive Director holds 2019 PSP awards, the awards lapsed as follows:

Metric Performance condition

Threshold

target Stretch target Actual % vesting

EPS

(30%)

10% of this part vests for EPS growth of 15% p.a., increasing to

50% of this part vesting for EPS of 23% p.a., increasing to 100%

of this part vesting for EPS growth of 30% p.a., as measured

from FY19 to FY22.

15% 30% Below

threshold

(max.

30%)

TSR

(70%)

25% of this part of the award vests if the Group’s TSR is ranked

at the median of the comparator companies, increasing on a

straight-line basis to 100% vesting of this part if the Group’s TSR

is ranked at the upper quartile of the comparator group (FTSE

AllShare companies in the following sub-sectors: Apparel

Retailers, Broadline Retailers, Clothing and Accessories,

Furnishings, Home Improvement Retailers, Speciality Retailers

and Toys).

Median Upper

quartile

Below

median

(max.

70%)

Vesting % 0%

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

121

Share awards granted in the year (audited)

Following shareholder approval at the 2021 AGM, RSAs granted to the Executive Directors in FY22 were as follows:

Date of grant Basis (% of salary)

Number of shares under

award

Face value of shares

awarded* Vesting Date

Julian Dunkerton 22 October 2021 60% 143,426 £366,453 22 October 2024

Shaun Wills 22 October 2021 41% 60,657 £154,979 22 October 2024

* Based on the 22 October 2021 closing share price of 255.5 pence.

RSAs will normally vest after three years from grant subject to:

1. Continued employment;

2. Satisfactory personal performance during the vesting period; and

3. A positive assessment of performance against the underpin; and once vested, the resulting shares may not be sold until at

least five years from the grant date (other than to pay relevant taxes).

Underpin: While the default position is that RSAs granted to Executive Directors ultimately vest, the Committee will retain

discretion to reduce the vesting level (including to zero) after considering a number of performance measures over the vesting

period aligned to the business strategy including but not limited to revenue; % of full price sales; cash flow; PBT; and margin,

and being satisfied that there have been no environmental, social or governance issues resulting in material reputational

damage. In addition, and irrespective of performance against the underpin, the Committee will retain discretion to reduce the

vesting level in exceptional circumstances.

Directors’ interests in share awards and share ownership (audited)

The beneficial and non-beneficial interests of the Directors in the share capital of Superdry at 30 April 2022 are set out below:

Interests in shares

30 April 2022

Ordinary

24 April 2021

Ordinary

Shareholding

guideline %

% against

salary

Guideline

met? RSA

Deferred

shares SAYE BAYE Total

Executive Directors

Julian Dunkerton 17,023,707 16,651,436 200% 4,341%

Yes 143,426 – – – 17,167,133

Shaun Wills 4,634 – 200% 2%

Not Yet 60,657 – – – 65,291

Non-Executive Chairman

Peter Sjölander 150,000 – – – – – – – 150,000

Non-Executive Directors

Helen Weir

10,000 5,000 – – – – – – 10,000

Alastair Miller 30,000 20,000 – – – – – – 30,000

Faisal Galaria – – – – – – – – –

Georgina Harvey – – – – – – – – –

Former directors

Peter Williams – 77,222 – – – – – – –

Nick Gresham – – – – – – – – 809 809

1. Calculation based on the share price as of 30 April 2022 (153 pence).

Payments to past Directors (audited)

No payments were made to past Directors in FY22.

Payments for loss of office (audited)

No payments for loss of office were made in FY22.

The following sections of the Annual Report and Financial Statements are unaudited.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

122

Relative importance of the spend on pay (unaudited)

The following table sets out the percentage change in distributions to shareholders and employee remuneration costs.

The significant drop in FY21 is due to a salary reduction of 25% for Julian Dunkerton, CEO, between April and September 2020

and former CFO, Nick Gresham, between April and June 2020 in conjunction with c80% of the wider workforce being placed on

furlough at that time.

FY22 FY21 Change

Employee remuneration costs (£m) 95.5 81.9 16.6%

Ordinary dividends (£m) 0 0 0%

Special dividends (£m) 0 0 0%

CEO pay ratio (unaudited)

Under disclosure legislation, we are required to calculate and publish our CEO pay ratio on an annual basis. The table below

shows how the CEO’s single figure remuneration for FY22 compares to equivalent single figure remuneration for full-time

equivalent UK employees, ranked at the 25

, 50

and 75

percentile on total remuneration.

For the calculation method, Option A was chosen (based on data as at 30 April 2022) as this was considered to be the most

robust approach to calculating the ratios. Option A involves calculating the actual full time equivalent remuneration for all

relevant employees for the fiscal year in question. These values are then listed in order from lowest to highest and the values at

the three percentile points are identified.

Total remuneration

Year Method 25

percentile pay ratio Median pay ratio 75

percentile pay ratio

2020 Option A 44:1 38:1 28:1

2021 Option A* 36:1 34:1 23:1

2022 Option A 34:1 31:1 24:1

* CEO salary includes a 25% reduction in salary as at 30 April 2022.

The underlying data for salary and total remuneration is as follows:

Year

Salary Total remuneration

percentile Median 75

percentile 25

percentile Median 75

percentile

2020 £15,015 £16,770 £22,252 £15,015 £17,261 £23,077

2021 £16,302 £17,374 £24,999 £16,302 £17,491 £25,996

2022 £18,525 £20,377 £25,565 £18,525 £20,377 £26,520

The Superdry Remuneration Committee believes in executive reward packages that are competitive and balanced against the

wider workforce and aligned to our principles. The CEO in Superdry is the employee with the highest level of pay because he

has the highest level of responsibility. Julian is eligible to be awarded RSAs through the Group Leadership Share Plan and

Group annual bonus, meaning that the ratio may increase in future years.

The Committee considers that the median CEO pay ratio is representative of the UK employee base. During FY22 there was no

increase to Julian Dunkerton’s salary, however an average UK increase of 1.5% was awarded to the wider workforce.

Whilst there is a marginal increase for FY22 compared to FY21, this is largely driven by the salary reduction that Julian received

due to Covid-19. The better comparison is for FY20; the reduction in the ratio from FY20 to FY22 is led by factors such as the

removal of age related pay in our retail stores.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

123

Percentage change in remuneration

The table below shows the percentage change in salary or fees, benefits and annual bonus earned between (i) FY20 and FY21;

and (ii) FY21 and FY22 for the Board, compared to the average earnings of all of the Group’s employees. Where Directors

served part financial years, their fees have been annualised.

Financial year

Base salary/

fee Benefits Annual bonus

Chairman

Peter Sjölander 2022 0% N/A N/A

2021 N/A N/A N/A

Executive Directors

Julian Dunkerton 2022 +11.6%

N/A N/A

2021 –10.4%

N/A N/A

Shaun Wills 2022 0% N/A N/A

2021 N/A N/A N/A

Non-Executive Directors

Alastair Miller 2022 +11.6%

N/A N/A

2021 –10.4%

N/A N/A

Faisal Galaria 2022 +11.6%

N/A N/A

2021 –10.4%

N/A N/A

Georgina Harvey 2022 +11.6%

N/A N/A

2021 –10.4%

N/A N/A

Helen Weir 2022 +11.6%

N/A N/A

2021 –10.4%

N/A N/A

Employee population 2022 +1.69%

N/A +100%

2021 +0.26%

N/A N/A

1. 25% reduction to salary for five months during the period May 2020 – September 2020. The reduction shown in 2021 has been restated from -12% to

-10.4% after a review revealed a miscalculation in last year’s report. Salaries reverted to previous levels.

2. There was no official annual pay review conducted by Superdry in FY 2021 and this number refers to a small number of exceptional pay changes of

employees in head office.

3. A standard increase of 1.5% was applied to the majority of the wider workforce, a small number of employees received a higher increase through

marketalignment. The annual bonus change relates to no bonus paid for FY21 and between threshold and maximum bonus for FY22

Workforce engagement

The Committee continues to be informed of any proposed pay changes below Board level and ensures that the Executive

Directors’ reward packages align to the Company strategy. During FY22, Superdry continued to engage the workforce through

the employee feedback forum, SD Voice. The meetings were attended by Helen Weir, Non-Executive Director, Cathryn

Petchey, Global People Director, and employee elected representatives. The purpose of SD Voice is to engage and obtain

honest feedback on topics such as pay principles and strategy, share plans and additional benefit offerings. This year Helen

and Cathryn also presented details around the role of the Remuneration Committee and how Executive Director pay is

determined against the wider workforce. This was to deepen the knowledge and understanding to SD Voice members around

why we have a Remuneration Committee and how they influence Superdry’s decision-making in all areas of remuneration.

Gender Pay Gap report (unaudited)

The annual sharing of our Gender Pay Gap report provides further insight and is being used to actively enhance our internal

diversity conversation. Like many organisations we currently have a gender pay gap, which we would, of course, aspire not to

have and we have a robust and transparent action plan to make inroads into this.

The Committee recognises that gender pay measures are very different from equal pay comparisons and is confident that our

Group-wide approach to pay means that we do not allow unequal pay to exist within Superdry. The Committee has concluded

that the Superdry gender pay gap demonstrates that, as the majority of senior roles remain to be filled by men, we need to

continue to improve diversity in our most senior job levels and execute on our diversity plan that we have shared with colleague

stakeholder groups.

Our full report on gender pay is available at corporate.superdry.com. Further details on our approach to diversity and inclusion

can be found in our People report on page 52.

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

124

Performance graph (unaudited)

The graph below shows the total shareholder return for the Group compared with the TSR of the FTSE 250 (excluding

Investment Trusts) and FTSE SmallCap (excluding Investment Trusts) over the 10 years to 30 April 2022. The FTSE 250 and

SmallCap indexes were selected as Superdry was a constituent of one or the other of them for the period shown.

Total shareholder return

Source: Datastream (a Refinitiv product)

2022202120202019201820172016201520142013

Superdry

FTSE Small Cap Ex Investment Trust

FTSE 250 EX Investment Trust

100

200

300

400

500

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

125

Historic single figure table (audited)

The table below sets out the Chief Executive Officer’s single figure remuneration over the past 10 years.

Year ended Chief Executive Officer

Total

remuneration

Annual bonus

(% of max)

Long-term

incentives

(% of max)

2022 Julian Dunkerton £635,211 0% n/a

2021 Julian Dunkerton* £594,448 0% n/a

2020 Julian Dunkerton* £651,477 0% n/a

2019 Julian Dunkerton* £50,246 n/a n/a

2019 Euan Sutherland† £809,196 0% 0%

2018 Euan Sutherland† £2,662,526 65.5% 100%

2017 Euan Sutherland† £4,000,708 96.1% 58.2%

2016 Euan Sutherland† £1,677,125 85.0% n/a

2015 Euan Sutherland† £602,862 33.3% n/a

2015 Julian Dunkerton* £419,180 – n/a

2014 Julian Dunkerton* £419,412 – n/a

2013 Julian Dunkerton* £419,406 – n/a

* Julian Dunkerton was appointed as Interim Chief Executive Officer on 2 April 2019 and assumed the title of Chief Executive Officer on a permanent

basis from 16 December 2020. He previously held the role of Chief Executive Officer from 2012 to 22 October 2014 when he switched to the role of

Product and Brand Director.

† Euan Sutherland was appointed as Group Chief Executive Officer on 22 October 2014 and stepped down on 2 April 2019. His 2018 total remuneration

figure has been updated to reflect the actual value of his 2015 PSP awards which vested in August 2018. The figure disclosed in the 2018 Annual Report

was based on an estimate. His 2020 total reflects the final payment of his deferred bonus share plan from 2017.

Advisers to the Committee

FIT Remuneration Consultants LLP were retained as the Committee’s independent remuneration adviser for FY22. Fees

charged by FIT on the basis of time and materials for remuneration advice amounted to £37,941 (ex VAT) (prior year fees were

£50,696 (ex VAT)). No other services were provided by FIT to the Group during the year. The Committee is satisfied that the

advice provided was independent. FIT is a member of the Remuneration Consultants Group and complies with its code

ofconduct.

Dilution

The current dilution against the 10% in 10-year share plan limit for employee and Executive share programmes is 4.95%.

Statement of shareholder voting

Shareholder voting in respect of the Directors’ Remuneration Policy (last approved at the 2021 AGM) and last year’s Annual

Report on Remuneration received the following votes from shareholders:

For Against Votes withheld

Directors’ Remuneration Policy (2021 AGM) Total number of votes 49,549,604 1,542,688 436,379

% of votes cast 96.98 3.02

Directors’ Remuneration Report (2021 AGM) Total number of votes 51,271,578 250,823 6,270

% of votes cast 99.51 0.49

The Annual Statement and Directors’ Remuneration Report, excluding the Directors’ Remuneration Policy, will be subject to an

advisory vote at the 2022 Accounts General Meeting, expected to be in November 2022.

Georgina Harvey

Remuneration Committee Chair

6 October 2022

Governance → Directors’ Remuneration Report

Superdry plc Annual Report 2022

126

Governance → Directors’ Report

DIRECTORS’ REPORT

This Directors’ Report includes the information required by

applicable law, with cross referencing used where relevant

data is provided in other parts of this Annual Report.

Superdry plc is UK domiciled but has a number of overseas

subsidiaries and has branches in Austria, Italy, Norway,

Portugal and Switzerland.

This Directors’ Report and the Strategic Report on pages 12

to 75 comprise the ‘management report’ for the purposes

ofthe Financial Conduct Authority’s Disclosure and

Transparency Rules (DTR 4.1.8R). The management

reportincludes an indication of likely future developments

for Superdry.

Results and dividends

Our financial statements for FY22 are on pages 148 to 210.

No interim dividends were paid to shareholders during the

period. The Directors do not recommend the payment of a

final dividend in respect of FY22.

Significant events since the end of the

financial year

Details of significant events since the balance sheet date are

contained in Note 38 to the financial statements. An

indication of likely future developments in the business of

the Group are included in the Strategic Report on page 73.

Risk management and internal controls

A description of the principal risks facing the business,

emerging risks and the Group’s approach to managing those

risks is on pages 53 to 67 in How We Manage Our Risks.

Further information on the Group’s system of internal

controls and the review of those controls can also be found

in that section and in the Audit Committee Report on pages

104 and 105.

Financial risk management, policy

andobjectives

For further information regarding financial risk management,

policy, objectives, the use of financial instruments and hedging

policy, please refer to Note 34 to the financial statements.

Approach to taxation and taxation

governance

Our tax strategy seeks to ensure that the approach taken to

our tax affairs is aligned with the high standards of corporate

governance set by our Board to promote the interests of our

investors, customers, colleagues and other stakeholders.

Wehave a responsibility to pay the amount of tax legally due

in any country in accordance with the rules set by the

relevant government.

The Group’s taxation strategy is determined by the Board

and is reviewed on an annual basis by the Audit Committee.

Operational responsibility for the taxation strategy rests with

the CFO. The tax strategy is published at corporate.

superdry.com and sets out how tax risk is assessed,

managed and governed.

The Audit Committee considers taxation risk as any risks

manifest themselves, or when they are identified by the

Group’s risk management framework. Where risks are

reviewed, actions are agreed to mitigate them or to eliminate

them, if possible. Internal controls are in place, and these are

subject to periodic internal audits.

Share capital, control and restrictions on

voting rights

Details of our issued share capital are shown in Note 35 to

the financial statements on page 204.

We have one class of ordinary shares which carry no right to

fixed income. Each share carries the right to one vote at

general meetings. The ordinary shares are listed on the

Official List and traded on the London Stock Exchange.

There are no restrictions on the transfer of ordinary shares

other than:

• Certain restrictions which may from time to time be

imposed by laws and regulations (for example, insider

dealing); and

• Pursuant to the Listing Rules of the Financial Conduct

Authority and Superdry’s share dealing code whereby

certain employees of the Group require approval to deal in

its ordinary shares.

We are not aware of any arrangements between

shareholders that may result in restrictions on the transfer of

securities and/or voting rights.

Directors – appointment, election and

re-election

The rules relating to the appointment and replacement of

the Directors are contained in our Articles of Association.

Any specific rules regarding the election and re-election of

Directors are referred to in the Corporate Governance

Report on pages 78 to 93.

Articles of Association

Any changes to the Articles of Association must be

approved by our shareholders.

Notifiable interests in issued share capital

Please note that these holdings may have changed since the

Group was notified; notification of any change is not required

until a further notifiable threshold is crossed.

Notifications received from 30 April 2022 to 6 October 2022:

Superdry plc Annual Report 2022

127

Directors and Directors’ interests

Details of the Directors as at the date of this report can be

found on pages 76 and 77. Details of Directors who served

during FY22 can be found in the Corporate Governance

Report on page 79.

The interests of the Directors and their closely associated

persons in the share capital as at 30 April 2022, along with

the details of Directors’ share awards, are contained in the

Directors’ Remuneration Report on pages 106 to 126.

No Director has any other interest in any shares or loan stock

of any Group company or was or is materially interested in

any contract, other than his or her service contract, which

was subsisting during or existing at the year end and which

was significant in relation to the Group’s business.

Details of Director indemnity provisions can be found in the

Corporate Governance Report on page 93.

Related party transactions

Details of related party transactions can be found in Note 21

on page 185 and 186 of the financial statements. For details

of Directors’ service contracts please refer to page 116 in the

Directors’ Remuneration Report.

UK Code of Corporate Governance statement

Our statement can be found in the Corporate Governance

Report on page 80 to 85.

Share buy backs

The Group proposes to renew the authority granted by

shareholders at the AGM in 2021 to repurchase up to 10% of

its issued share capital.

Share schemes

The Group presently operates three employee share

schemes: Restricted Share Awards (RSAs), Save As You

Earn (SAYE) and Buy As You Earn (BAYE). All shares

allotted under these share schemes have the same rights as

those already issued.

Under the BAYE share scheme, employees are entitled to

acquire shares. These shares are held in trust by

Computershare Trustees (the Trustees). Voting rights are

exercised by the Trustees on receipt of a participant’s

instructions. If a participant does not submit an instruction to

the Trustees, no vote is registered. In addition, the Trustees

do not vote on any unawarded shares held under the BAYE

scheme as surplus assets. The Trustees have also elected to

waive dividends on any unawarded shares held under Trust

relating to dividends payable during the year. As at 30 April

2022, the Trustees held 768,990 unawarded shares in trust.

Superdry’s Employee Benefit Trust has also waived all

dividends payable in respect of the ordinary shares held byit.

Founder Share Plan

The Founder Share Plan (FSP), established on 12 September

2017 by Julian Dunkerton and James Holder, did not vest, as

the market value of the Company’s shares on the maturity

date of 30 September 2020 did not achieve the value

stipulated in the FSP agreement. No shares will be granted

and the scheme will expire on 30 September 2022.

Notifications of major transactions in shares (as at 6 October 2022)

Shareholder

No of voting rights at

date of notification

% of voting rights at

date of notification

Nature of holding (direct/

indirect) Date of notification

James Holder 5,742,883 6.99% Direct 10 May 2021

Gatemore Capital Management LLP as

manager for Gatemore Special

Opportunities Master Fund Ltd

4,925,005 5.99% Direct and Indirect 26 November 2021

Gatemore Capital Management LLP as

manager for Gatemore Special

Opportunities Master Fund Ltd

4,015,706 4.89% Direct and Indirect 22 December 2021

Gatemore Capital Management LLP as

manager for Gatemore Special

Opportunities Master Fund Ltd

3,214,869 3.92% Direct and Indirect 10 January 2022

Gatemore Capital Management LLP as

manager for Gatemore Special

Opportunities Master Fund Ltd

2,447,869 2.98% Direct and Indirect 02 February 2022

Julian Dunkerton 17,828,879 21.7% Direct 01 June 2022

Governance → Directors’ Report

Superdry plc Annual Report 2022

128

The Takeover Directive

The rights and obligations attached to the issued share

capital are set out in our Articles of Association.

At the 2021 AGM, shareholders approved resolutions

authorising the Group to:

• Allot shares up to an aggregate nominal value of

£1,367,467 (representing one third of our issued share

capital as at 14 September 2021);

• Approve the disapplication of pre-emption rights for cash

issues of ordinary shares with a nominal value of £205,120

(representing approximately 5% of our issued share

capital as at 14 September 2021); and

• Approve an additional authority following changes in

ThePre-Emption Group’s Statement of Principles which

provided that an allotment of up to an additional 5%

of our issued share capital may also be made on a

non-pre-emptive basis if that allotment was used only

for the purposes of financing a transaction which the

Board determined to be an acquisition or other capital

investment (within the meaning of The Pre-Emption

Group’s Statement of Principles).

Resolutions will be proposed at this year’s AGM to renew

these authorities. Further details are set out in the notice of

the AGM.

Health and safety

The Group is committed to providing a safe and healthy

environment for all employees, customers, suppliers and

partners. Practices and policies are regularly reviewed to

ensure that our approach to health and safety, training, risk

assessments, safe systems of working and accident

reporting remain appropriate. For further information on

internal audit please refer to page 103 and for risk

management please see pages 53 to 67.

Legal and regulatory compliance

The Legal team is responsible for identifying and carrying

out assessments of those areas of the business where

material legal and regulatory risks may be present.

Superdry continues to increase its controls on the use of

standard agreements to achieve greater consistency and

protection where we license and franchise our brand.

Superdry continues to train and advise the organisation with

respect to its obligations under data protection, competition,

anti-bribery and corruption and other applicable laws.

Superdry continually reviews its intellectual property

portfolio in light of its strategy and has made and will

continue to make further registrations to ensure that

protection is robust.

Where issues are identified, mitigating actions are built into

a plan involving the drafting and communication of policies

and the delivery of training where appropriate, or are

approached by way of a revision to key contractual terms.

The Board receives regular reports on material litigation and

the legal action taken to support our strategy. The Audit

Committee reviews the effectiveness of the internal control

framework on an annual basis.

Whistleblowing

A confidential whistleblowing line is in place and is managed

through an independent third-party provider and covers all

countries in which we operate. Information on how to use

our whistleblowing line is widely available to colleagues.

Allmatters arising from the use of the whistleblowing

line are referred to the Company Secretarial team and

investigated by the Human Resources team. The Audit

Committee receives a detailed analysis of all matters

arising through the whistleblowing line on an annual basis.

For further details please turn to page 99.

Greenhouse gas emissions, energy

consumption and energy efficiency action

Please refer to the table on page 44 of the Sustainability

Report. The proportion of carbon dioxide emissions reported

that relates to the United Kingdom and offshore area is 48.9%

(location based) and 65.5% (market based). The proportion

of energy consumption reported that relates to the

UnitedKingdom and offshore area is 50.3%.

Anti-bribery and corruption

The Group has an Anti-Bribery and Corruption Policy (ABC

Policy) in place which is reviewed regularly by the Board.

TheABC Policy was reviewed, updated and approved in

July2022. The ABC Policy sets out the legal obligations and

responsibilities of employees in relation to anti-bribery and

corruption law, including decision trees for employees in

relation to gifts and hospitality. A gift register is in place and

colleagues must report and seek permission to accept gifts

and hospitality over a prescribed financial value. The gift

basis. Anti-bribery and corruption training is mandatory

for all colleagues. Guidance is provided to colleagues

along with information on how to manage these risks.

ABC Policy information and compliance requirements are

incorporated into our Supplier Manual and in our contractual

arrangements with our partners. (For further information on

transparency in our supply chain, please refer to corporate.

superdry.com/sustainability/reporting and policies.) We

have strong escalation routes upon breach of our ABC Policy.

A Board-approved and Group-wide Code of Conduct is in

place and is also reviewed by the Audit Committee on an

annual basis. Any suspected incidents of fraud are escalated

to our Legal and Risk teams for immediate investigation

and action and any confirmed incidents of fraud are reported

to the Board on an annual basis (or more frequently if

necessary). No such incidents have been identified in FY22.

There have been no reported incidents in relation to the ABC

Policy in FY22. Controls associated with our ABC Policy have

been captured within our internal control framework and

assurance over their operational effectiveness will be

provided as part of the ongoing embedding of that

framework. For whistleblowing, please see above.

Governance → Directors’ Report

Superdry plc Annual Report 2022

129

Political donations

No political donations or political expenditure have been made by the Group during this financial year.

Location of disclosures

The table below sets out the location of disclosures that have been incorporated into the Directors’ Report by reference,

including those required by LR 9.8.4:

Disclosure Page

Allotment of equity securities 151

Annual General Meeting 131

Business relationships with suppliers, customers and others 169

Corporate Governance Report (including the reports of each committee of the Board) 76

Directors’ interests 122

Directors’ statement of responsibility 131

Disability – fair treatment 52

Diversity and Inclusion Policy 52

Emoluments (Directors’) 119

Employee participation in share schemes 116

Employee engagement and communication 48

Environment 43

Financial instruments and financial risk management 199

Financial Review 68

Going Concern and Viability Statement 73

Internal controls 104

Key performance indicators 23

Long-term incentive plans 171

People 47

Related party transactions 185

Risk management 53

Share capital 204

Sustainability 40

Unaudited financial information 210

Waivers of dividends 177

Governance → Directors’ Report

Superdry plc Annual Report 2022

130

Non-financial information statement

In accordance with Companies Act 2006 sections 414 (CA)

and (CB), a non-financial information statement can be

found in the Strategic Report on page 25, which sets out

non-financial information reporting requirements and

theirlocations.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual

Report (including the Directors’ Report) and the financial

statements in accordance with applicable law and regulations.

Company law requires the Directors to

prepare Group financial statements for

each financial year

Under that law the Directors are required to prepare the

Group financial statements in accordance with United

Kingdom adopted international accounting standards.

Thedirectors have also chosen to prepare the parent

company financial statements under United Kingdom

adopted international accounting standards.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they give a

true and fair view of the state of affairs of the Group and its

profit or loss for that period. In preparing each of the Group

and Company financial statements, International Accounting

Standard 1 requires the Directors to:

• Properly select and apply accounting policies;

• Present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

• Provide additional disclosures when compliance with the

specific requirements in IFRS Standards are insufficient

to enable users to understand the impact of particular

transactions, other events and conditions on the entity’s

financial position and financial performance; and

• Assess the Group’s ability to continue as a going concern.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Group’s transactions and disclose with reasonable

accuracy at any time the financial position of the Group and

enable them to ensure that the financial statements comply

with the Companies Act 2006. They are responsible for such

internal control as they determine is necessary to enable the

preparation of financial statements that are free from

material misstatement, whether due to fraud or error, and

have general responsibility for taking such steps as are

reasonably open to them to safeguard the assets of the

Group and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

Under applicable law and regulations, the Directors are also

responsible for preparing a strategic report, directors’ report,

directors’ remuneration report and corporate governance

statement that comply with law and regulations.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the Group’s website. Legislation in the United Kingdom

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Each of the Directors, whose names and functions are

listed on pages 76 and 77, confirms that to the best of

theirknowledge:

• The financial statements, prepared in accordance with

the relevant financial reporting framework, give a true and

fair view of the assets, liabilities, financial position and

profit or loss of the Group and the undertakings included

in the consolidation taken as a whole;

• The Strategic Report includes a fair review of the

development and performance of the business and the

position of the Group and the undertakings included in

the consolidation taken as a whole, together with a

description of the principal risks and uncertainties that

they face; and

• The Annual Report and Financial Statements, taken as

a whole, are fair, balanced and understandable and

provide the information necessary for shareholders to

assess the Group’s position, performance, business

model and strategy.

Statement on disclosure of information

to auditor

The Directors confirm that, so far as each is aware, there is

no relevant audit information of which the auditor is unaware.

Each of the Directors has taken all the steps he or she should

have taken as a Director to make himself or herself aware of

any relevant audit information and to establish that the

auditor is aware of that information. This confirmation is

given and should be interpreted in accordance with the

provisions of section 418 of Companies Act 2006.

AGM

The AGM will take place on Monday 31 October 2022 and a

separate Accounts General Meeting is expected to take

place in November 2022. Please see our Notice of AGM at

corporate.superdry.com for further details.

Ruth Daniels

Company Secretary

6 October 2022

Registered office:

Unit 60, The Runnings, Cheltenham,

Gloucestershire GL51 9NW

Registered in England and Wales, registered

number 07063562

Governance → Directors’ Report

Superdry plc Annual Report 2022

131

Report on the audit of the financialstatements

1. OPINION

Our Financials → Independent Auditor’s Report

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SUPERDRY PLC

In our opinion:

• In our opinion:

• the financial statements of Superdry plc (the ‘parent

Company’) and its subsidiaries (the ‘Group’) give a true

and fair view of the state of the Group’s and of the

parent Company’s affairs as at 30 April 2022 and of

the Group’s profit for the 53 week period then ended;

• the Group financial statements have been properly

prepared in accordance with United Kingdom adopted

international accounting standards;

• the parent Company financial statements have been

properly prepared in accordance with United Kingdom

adopted international accounting standards and as

applied in accordance with the provisions of the

Companies Act 2006; and

• the financial statements have been prepared in

accordance with the requirements of the Companies

Act 2006.

We have audited the financial statements which comprise:

• the Group Statement of Comprehensive Income;

• the Group and Parent Company Balance Sheets;

• the Group and Parent Company Statements of Changes

in Equity;

• the Group and Parent Company Cash Flow Statements; and

• the related notes 1 to 39.

The financial reporting framework that has been applied in

the preparation of the group financial statements is

applicable law and United Kingdom adopted international

accounting standards. The financial reporting framework

that has been applied in the preparation of the parent

company financial statements is applicable law and United

Kingdom adopted international accounting standards and as

applied in accordance with the provisions of the Companies

Act 2006.

2. BASIS FOR OPINION

We conducted our audit in accordance with International

Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further

described in the auditor’s responsibilities for the audit of the

financial statements section of our report.

We are independent of the Group and the parent Company

in accordance with the ethical requirements that are relevant

to our audit of the financial statements in the UK, including

the Financial Reporting Council’s (the ‘FRC’s’) Ethical

Standard as applied to listed public interest entities, and we

have fulfilled our other ethical responsibilities in accordance

with these requirements. We confirm that we have not

provided any non-audit services prohibited by the FRC’s

Ethical Standard to the Group or the parent Company.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

3. MATERIAL UNCERTAINTY RELATING TO GOING CONCERN

We draw your attention to note 1b in the financial statements

and the detailed information on pages 153 to 155, which

indicates that a material uncertainty exists that may cast

significant doubt on the Group and parent Company’s ability

to continue as a going concern as the Group does not have

access to sufficient, committed bank facilities throughout

the going concern period.

The Group has an up to £70m Asset Backed Lending Facility

(“ABL”) which expires in January 2023 and an uncommitted

overdraft facility of up to £10m available on a rolling annual

basis. At the year-end, £18.4m of the ABL facility had been

drawn down, £3.1m of the overdraft had been utilised and

the Group had a net debt balance of £(1.0)m. The maximum

drawdown during FY22 on the ABL facility was £21m in

October 2021.

As at 1 October 2022, which coincides with the Group’s

working capital peak, the Group had drawn down £45.3m

of the ABL with a net debt balance of £38.9m.

The covenants in the ABL facility are tested quarterly, with

the next test due at the end of October 2022 and then again

in January 2023, albeit this is the date the facility expires.

The Group’s medium-term plan has been used as the basis

for the going concern assessment, which covers a period

of at least 12 months from the date of approval of the

financial statements. This assumes the brand reset will

be successful and that the Group will return to profitable

growth. The turnaround strategy is still in its early stages

and has been interrupted by the coronavirus pandemic.

TheGroup now faces adverse macroeconomic headwinds

of rising inflation and the cost-of-living crisis. The impact

of these factors on customer demand is not yet known.

Consequently, there remains increased uncertainty in

making the key judgements and assumptions that underpin

the Group’s financial forecasts.

Superdry plc Annual Report 2022

132

The Directors’ base case forecast indicates that a financing

facility of up to £70m will be required during the going

concern period. The ability of the Group to continue to trade

as a going concern is therefore dependent on the availability

of sufficient, committed bank facilities.

Current projections using the Directors’ base case together

with a reasonable downside scenario indicate that the

October 2022 covenant requirement of the existing ABL

facility will be met. The going concern material uncertainty is

therefore specifically in relation to the expiry of the existing

ABL facility in January 2023 and, currently, the absence of a

sufficient committed facility throughout the remainder of the

going concern period.

The Audit Committee has considered the adoption of the

going concern basis of accounting as a key judgement and

estimate on page 100.

As stated on pages 153 to 155, these events or conditions,

along with the matters as set forth in note 1b to the financial

statements, indicate that a material uncertainty exists

that may cast significant doubt on the Group and the

parent Company’s ability to continue as a going concern.

Ouropinion is not modified in respect of this matter.

Notwithstanding the material uncertainty, in auditing the

financial statements, we have concluded that the Directors’

use of the going concern basis of accounting in the

preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the Group’s

and parent company’s ability to continue to adopt the going

concern basis of accounting included the following procedures:

• obtained a detailed understanding of the relevant

controls that the Group has established regarding the

drafting, review and approval of the Group’s going

concern assessment;

• obtained an understanding of the financing facilities

available to the Group, including repayment terms

andcovenants;

• discussed the status of the Group’s refinancing options

with their professional advisors who are assisting in the

negotiations with prospective lenders;

• worked with modelling specialists to test the mechanical

accuracy of the model used to prepare the Group’s cash

flow forecasts;

• evaluated the consistency of the Directors’ forecasts with

other areas of the audit, including store impairments, the

onerous property related contract provision, deferred tax

asset recoverability and investment in subsidiaries and

intercompany recoverability;

• challenged the key assumptions within the going concern

assessment including those in the Group’s brand reset

strategy which relate to revenue and gross margin growth.

We have challenged these with reference to historical

trading performance, current trading uncertainty, market

expectations, peer comparison, and our understanding of

the Group’s latest strategic initiatives;

• assessed the impact of reverse stress testing on the

Group’s funding position and covenant calculations to

January 2023 when the existing facility expires;

• assessed and challenged the feasibility of mitigating

actions available to the Directors, should these be

required, if the forecast performance is not achieved; and

• challenged the appropriateness of the Group’s

disclosures over the going concern basis and the material

uncertainty arising with reference to our knowledge and

understanding of the assumptions taken by the Directors

and recent FRC guidance.

In relation to the reporting on how the Group has applied the

UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to:

• the Directors’ statement in the financial statements about

whether the Directors’ considered it appropriate to adopt

the going concern basis of accounting; and

• the Directors’ identification in the financial statements of

the material uncertainty related to the Group’s and 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.

Our responsibilities and the responsibilities of the Directors

with respect to going concern are described in the relevant

sections of this report.

Our Financials → Independent Auditor’s Report

Superdry plc Annual Report 2022

133

Our Financials → Independent Auditor’s Report

4. SUMMARY OF OUR AUDIT APPROACH

Key audit matters The key audit matters that we identified in the current year were:

• Going concern (see Section 3 above);

• Impact of control deficiencies;

• Store asset impairment and onerous property related contract provisions;

• Impairment of investment in subsidiaries and expected credit losses on intercompany receivables in the

parent Company balance sheet;

• Inventory provision; and

• Wholesale trade debtor recoverability.

Within this report, key audit matters are identified as follows:

Newly identified

Increased level of risk

Similar level of risk

Decreased level of risk

Materiality The materiality that we used for the Group financial statements was £3.0m, which was determined with

reference to 0.5% of Group revenue. Given the continued volatility in profitability in recent periods, Group

revenue was considered the most appropriate performance measure on which to base materiality.

Revenue was also used to determine materiality in the prior year.

£3.0m represents approximately 17% of Group statutory profit before tax and 3% of Group net assets.

Scoping We focused our Group audit scope primarily on the audit work at 9 components. These components

represent the principal business units and account for 92% of the Group’s revenue, 94% of the Group’s

profit before tax and 94% of the Group’s net assets.

Significant changes

in our approach

We have designed our audit in light of the deficiencies within the Group’s control environment and our

findings from previous audits. The nature, extent and timing of our audit procedures continue to be

modified in order to respond to the pervasive risks arising from the control deficiencies. More details on

the impact the Group’s ongoing control deficiencies and associated finance transformation plan have had

on our audit approach are set out in the ‘impact of control deficiencies’ key audit matter below.

Our key audit matters identified in FY22 are consistent with FY21 with one exception. Impairment of

investment in subsidiaries and expected credit losses on intercompany receivables in the parent Company

balance sheet has been identified as a key audit matter in the current year. This was the result of an

impairment trigger being identified, due to the reduction in the market capitalisation of the Group such

that, at year end, the market capitalisation was below the investment in subsidiaries’ carrying value.

Superdry plc Annual Report 2022

134

Our Financials → Independent Auditor’s Report

5. KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included those which had the greatest effect on the overall audit strategy; the

allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were 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. In addition to the matter described in the material

uncertainty relating to going concern (see Section 3), we have determined the matters described below to be the key audit

matters to be communicated in our report.

5.1. Impact of control deficiencies

Key audit matter

description

As discussed in the Audit Committee Report on page 100, the Group’s control environment requires

significant improvement, particularly related to management review controls, balance sheet reconciliations

and transactional processing controls (particularly in accounts payable and inventory). In addition, general

IT control deficiencies relating to access and change management controls also need to be addressed.

These control deficiencies were identified during the FY20 external audit and, as a result, management

and the Directors’ implemented a controls improvement and finance transformation project. This is a

multi-year project which remained on-going at the year end.

The aforementioned control weaknesses were included in our FY20 and FY21 audit reports, together with

details of the additional audit work undertaken. In FY21 further issues were identified in relation to the

management review controls and clarity of support for the Group’s Coronavirus Job Retention Scheme

(‘CJRS’) claim in the UK and the accounting for IFRS 16 ‘Leases’, – specifically the transactional processes

and controls over how the IFRS 16 accounting adjustments were recorded in the Group consolidation.

In FY22 management’s finance transformation plan has focused on strengthening the finance team by

recruiting additional team members, establishing a more formal framework around the IFRS 16 accounting

adjustments and determining a timetable for system changes which will help automate the Group’s

transactional processing controls in the future. However, at the FY22 year end these system changes have

not yet been enacted and there remains a significant number of control deficiencies consistent with those

identified in previous years. As a result, the Company’s focus in FY22 has been on the year-end close and

review process, including attempting to remediate key balance sheet controls around IFRS 16 ‘Leases’,

inventory and accounts payable, and in ensuring a more robust challenge of key accounting judgements

including in relation to the key audit matters addressed in this report. We note, the Group has not made a

significant CJRS claim in the current year and hence the control issues specifically related to this matter in

the prior year have not been repeated.

Whilst improvements have been made to formalise the controls around the IFRS 16 accounting

adjustments, the process continues to be complex and involve calculations performed in Excel

spreadsheets increasing the risk of error. Furthermore, we have identified the deterioration of controls

compared to the prior year in inventory and accounts payable. In inventory in particular, controls around

inventory costing and accounting for price and quantity variances were found to be deficient resulting in

management having to perform significant additional investigations to evidence and rationalise the

accounting entries and year end inventory balance. Correcting adjustments were recorded as a result of

these investigations. A lack of controls around matching payments to suppliers to the outstanding liability

means management has had to perform additional work to match unallocated debit balances on the

accounts payable (“AP”) ledger and in the AP suspense account at year end and record correcting journal

entries as necessary to clear down the balances. In all of these areas, there continues to be a need to

improve management review controls.

Consistent with previous years, a significant number of misstatements have been identified during the

FY22 audit, that in aggregate were material. The majority of these (net impact to the Income Statement

£4.9m) have subsequently been corrected by management. The misstatements identified are indicative of

the ongoing control issues within the Group as highlighted above. The control environment will continue to

be a significant area of focus for the Audit Committee in the forthcoming year as discussed in their Report

on pages 104 to 105.

Superdry plc Annual Report 2022

135

5.1. Impact of control deficiencies continued

How the scope of our

audit responded to

the key audit matter

We adopted a fully substantive audit approach, with no reliance on internal controls.

We planned our audit in order to respond to the continued deficiencies within the control environment.

Consequently, the nature, extent and timing of our audit procedures continues to be modified as a result of

the pervasive risks arising from the deficiencies in the control environment. There are no significant

changes in our audit approach compared to FY21 (other than with regards to inventory cost variance

accounting as noted below). Specifically:

• we continued to perform full scope audit procedures on 92% of the Group’s revenue, 94% of profit

before tax and 94% of net assets in FY22. Full scope audits have been performed on 7 components

(FY21: 7) and specified audit procedures performed on 2 components (FY21: 2). (See section 7 below for

details of our scoping assessment).

• consistent with the prior year, we have used a lower performance materiality (being 60% of materiality)

than would be ordinarily used if the control environment had been deemed effective. This increased the

volume of substantive testing completed (see section 6 below for our materiality assessment).

• we continued to test a number of transactional balances (including accounts payable, accruals,

prepayments, trade debtors, cash and inventory) at an elevated risk level and have therefore continued

to perform an increased level of sample testing.

• we performed additional procedures to identify and address fraud risks, including the involvement of a

forensic specialist. We performed targeted procedures in relation to specific fraud risks, including the

risk of management override of controls and the other areas as set out in Section 11.1 below. Where key

audit matters include a risk of fraud, the risks identified and procedures performed are detailed within

the key audit matters set out below.

• we assessed each of the control deficiencies identified by management as a result of its internal

controls remediation project and, where necessary, designed specific audit procedures to mitigate

the risks. We also held regular meetings with Internal Audit and key members of the Finance

Transformation Team from the Finance department throughout the period to understand the

progress of management’s controls project and then considered the implications for our audit.

• senior members of the audit team have performed audit testing directly in the more complex areas of

accounting, including inventory variance accounting, accounts payable, IFRS 16, store impairments,

going concern, and the audit of the Group’s consolidation.

• we utilised data analytics in our testing, particularly with regards to revenue and inventory where

there are large volumes of transactional data. We have performed sample testing on the underlying

transactional data used in this analysis in order to confirm its completeness and accuracy, given the IT

control deficiencies noted above. We have used spreadsheet analysing tools to detect formula errors

and other anomalies. We have also engaged modelling specialists to assist us in evaluating the integrity

of management’s excel going concern and store impairment models.

• we have increased the nature and extent of our testing on accounts payable given the control

deficiencies identified in previous years which have not yet been remediated. We have performed

sample testing on a number of supplier statement reconciliations, increased the extent of our

unrecorded liabilities testing in order to validate the sufficiency of accruals at the year end and

performed detailed sample testing on management’s ledger reconciliation. This included performing

sample testing on the unallocated debit balances on the AP ledger to test the validity of management’s

proposed correcting accounting adjustments.

• we elevated the risk associated with inventory cost variance accounting in the current year in response

to the identified control weaknesses. As a result, we re-assessed the nature and increased the extent of

our testing of this balance compared to the prior year. We performed detailed sample testing on

inventory cost price and quantity variances, including recalculating the variance amount with reference

to the external supplier invoice. In addition, we analysed all journal entries into the inventory cost

variance account and identified certain journals with unusual characteristics which have then been

subject to more detailed testing. We have also recalculated the variance amount released to the Income

Statement in line with stock turn. Given the complexity in this area, this work has been performed by

more senior members of the audit team.

The extended reporting timetable has given us additional time to perform the incremental audit work required.

Ithas also enabled us to use a longer hindsight period to assess the appropriateness of year end judgements.

Key observations The finance transformation project is in its early stages. There are a number of significant improvements

that need to be made in order to improve the accuracy and completeness of the underlying accounting

records and reduce the number of misstatements identified.

Our Financials → Independent Auditor’s Report

Superdry plc Annual Report 2022

136

5.2 Store asset impairment and onerous property related contract provision

Key audit matter

description

Under IAS 36 ‘Impairment of Assets’ the Group is required to complete an impairment review of its store

portfolio where there are indicators of impairment and where there are indicators that previously

recognised impairment losses may no longer be appropriate.

The net book value of the store assets and IFRS 16 right of use asset as at 30 April 2022 was £72.4m

(FY21: £88.6m). This is after the recording of a net impairment charge of £16.8m (FY21: net charge of

£10.7m), following the assessment that was undertaken during the year, of which £2.4m (FY21: £3.3m)

relates to the store assets and £14.4m (FY21: £7.4m) relates to the IFRS 16 right of use asset. The net

impairment charge relates to 173 stores (FY21: 177 stores). The £16.8m net impairment charge comprises a

£24.2m charge partially offset by a £7.4m reversal. An onerous property related contract charge of £1.5m

(FY21: £5.1m charge) has also been recognised.

The store impairment review involves management making several estimates to determine the value in use

of the stores (being the net present value of the forecast cash flows). This is then compared to the book

value of stores’ assets (including the right of use asset), to identify whether any impairment is required.

Inmaking this assessment, management determines each store to be a cash generating unit.

Stores are also assessed to determine whether an onerous property related contract provision for other

property costs (e.g. service charge) is required. This includes those stores forecast to generate a net loss

over the remainder of the lease term. The provision represents the present value of the estimated

unavoidable property costs over the period of the remaining lease agreement, excluding rental and other

costs which are accounted for separately under IFRS 16 ‘Leases’.

The impairment model utilises the forecasts included in the Board’s medium-term plan, which reflects the

Group’s latest strategic initiatives and covers the periods up to April 2027, to calculate value in use.

Assumptions beyond this period do not exceed the local country growth rate. As explained in Section 3

above, there is uncertainty regarding the Group’s ability to achieve forecast store performance given the

brand reset strategy is in its early stages and was interrupted by the Coronavirus pandemic when the store

estate was closed. Furthermore, the Group now faces adverse macroeconomic headwinds of rising

inflation and the cost-of-living crisis. The impact on consumer demand is not yet known, further increasing

the uncertainty regarding the Group’s future trading performance. The model is sensitive to a number of

assumptions in the medium-term plan, including sales forecasts and gross margin.

The Board’s medium-term plan is prepared on a top-down basis and not at an individual store level. For the

purpose of the impairment review, an exercise has therefore been performed to allocate the forecast

performance across the individual stores. Management’s approach in allocating forecast performance

across individual stores remains consistent with FY21. The medium-term plan performance is attributed to

individual stores based on their historic performance relative to the rest of the store estate. Where stores

have performed better or worse than expected in the current year, the allocation method has been updated

accordingly. This exercise involves a high level of management judgement

The key audit matter therefore relates to the appropriateness of management’s estimate of the future

trading performance of each store, as this is used to derive value in use. Value in use is calculated from

cash flow projections taken from the medium-term financial plan allocated to each store as noted above

and relies upon management’s assumptions and estimates of future trading performance (particularly

sales and gross margin) and allocation of direct costs and overheads to the stores. This involves

management judgement.

Furthermore, the impairment and onerous property related contract model is complex and is prepared

using Excel spreadsheets which increases the scope for error.

Refer to notes 1 and 2 for the Group’s impairment accounting policies and the key assumptions used in the

impairment assessment, as well as the significant issues section of the Audit Committee report.

Our Financials → Independent Auditor’s Report

Superdry plc Annual Report 2022

137

5.2 Store asset impairment and onerous property related contract provision continued

How the scope of our

audit responded to

the key audit matter

Our audit focused on whether the judgements made by management in determining the store-based asset

impairments and onerous property related contract provisions were appropriate.

To respond to this key audit matter, we have:

• obtained an understanding of the relevant controls around the impairment review and onerous property

related contract provisioning process, including the budget and forecast setting processes which

support the cash flow used within the impairment model (and going concern judgement);

• assessed the methodology applied in performing the impairment review and onerous provision calculation,

with reference to the requirements of IAS 36 ‘Impairment of Assets’ and IAS 37 ‘Provisions’ respectively;

• assessed management’s process of allocating the top-down medium-term plan to the individual

store impairment review and challenged the judgements applied by analysing both historic store

performance data, current store performance, forecast retail trends and performing a search for

contradictory evidence;

• challenged the key assumptions utilised in the cash flow forecasts, in particular assumptions in relation

to the Group’s brand reset strategy, primarily in relation to revenue and gross margin growth. This was

done with reference to historical trading performance, market expectations, and peer comparison.

Specifically, we considered the price elasticity of demand for the Group’s products and the possible

interaction between sales price and volumes sold and the resulting impact on gross profit and thus

cashflow;

• challenged the Group’s forecast recovery profile post the coronavirus pandemic with reference to post

year end trading, industry forecasts and peer comparisons;

• challenged the allocation of direct and other costs to stores by assessing the individual costs against

the criteria within IAS 36 and IAS 37;

• challenged the rationale for impairment reversals and checked that the reversals were calculated in

accordance with IAS 36, and represent a permanent change in value rather than a change in estimate

due to the passage of time;

• challenged the period over which store cash flows were forecast when calculating value in use,

including challenging the reasonableness and supportability of any lease extensions which were not

contractually committed at the year-end;

• assessed the long-term growth rates, inflation rates and discount rates applied to store cash flows by

comparing the rates used to third party evidence, and by comparing the discount rates to independent

rates we determined with our internal valuation specialists;

• engaged our modelling specialists to assist in evaluating the integrity of the Excel model;

• assessed management’s sensitivity analysis in relation to the key assumptions used in the cash flow

forecasts; and

• evaluated the appropriateness of the Group’s disclosures regarding the store asset impairment and the

onerous contract provision.

Key observations While a number of modelling improvements were identified and separately reported to management,

weare satisfied with the model has been prepared in accordance with IAS 36 ‘Impairment of Assets’.

As set out above, the store impairment review and onerous property related contract provision have

required significant management judgement. In particular, it requires the successful implementation of the

brand reset strategy and is in the context of a challenging macroeconomic environment which may impact

customers’ discretionary spending on fashion and thus demand for the Group’s products. The impairment

review and onerous contract provision are underpinned by the assumption that the decline in store sales

and profitability experienced in recent years is reversed over the medium term.

As a result of our challenge of the key assumptions in the cash flow forecast, management revisited the

sales and growth assumptions in the medium-term plan across all three channels (stores, ecommerce and

wholesale) in order to better reflect the macroeconomic trading conditions facing the Group.

Following the revision to the medium-term plan (which was subsequently Board approved) and work

performed as mentioned above, we concluded that the level of impairment and onerous property related

contract provision recognised on the store estate are appropriate. However, given the uncertainties noted

in forecasting the Group’s trading performance, the disclosure sensitivities in note 2 provide important

information to assess the impact of a reasonably possible change in key assumptions.

Our Financials → Independent Auditor’s Report

Superdry plc Annual Report 2022

138

5.3 Impairment of investment in subsidiaries and expected credit losses on intercompany receivables in the parent

Company balance sheet

Key audit matter

description

The carrying value of the investment in subsidiaries of £140.6m (2021: £260.4m) and the intercompany

receivables of £211.4m (2021: £227.3m) held on the parent Company balance sheet have been assessed

for impairment by reference to IAS 36 ‘Impairment of Assets’ and IFRS 9 ‘Financial instruments’

respectively. The market capitalisation of the Group at year end was below the carrying value of the parent

Company’s investment in subsidiaries. Judgement is therefore required as to whether the investment

value should be impaired and whether the intercompany receivables are recoverable.

In assessing the recoverability of the intercompany receivables, management has considered a range of

possible credit loss outcomes in their model. In assessing the carrying value of the investment in

subsidiaries, the Board’s medium-term plan has been used to estimate the value-in-use of each of the

subsidiaries held. This is the same medium-term plan used for the store impairment, onerous property

related contract provision, going concern and long-term viability assessments.

As discussed in our key audit matters on going concern and the store asset impairment and onerous

property related contract provision, the forecast performance of the business is subject to uncertainty.

An impairment charge of £97.7m (FY21: £1.6m) has been recognised in relation to the investment in

subsidiaries and a loan loss allowance of £15.6m (FY21: £25.2m) has been recognised in relation to

intercompany balances.

Refer to note 2 for the assessment undertaken, the resulting impairment recorded, and sensitivity disclosures.

How the scope of our

audit responded to

the key audit matter

To respond to this key audit matter, we have:

• Obtained an understanding of the relevant controls in place around the models used to calculate the

carrying value of the investment in subsidiaries and the recoverability of intercompany receivables;

• Challenged the key assumptions within management’s forecasts as described in the store impairment

and going concern key audit matters;

• Tested the mechanical accuracy of management’s model;

• Assessed the methodology applied in reviewing the investments for impairment and assessing the

recoverability of intercompany balances, with reference to the requirements of IAS 36 Impairment of

Assets and IFRS 9 Financial instruments respectively;

• Compared the economic value of the Group implied by the impairment model to the Group’s market

capitalisation over FY22 in order to challenge the tenure of the cash flows used in the impairment model;

• Considered the consistency of management’s forecasts with other areas of the audit, including store

impairments, the onerous property related contract provision, going concern, and deferred tax

assetrecoverability;

• Assessed management’s sensitivity analysis in relation to the key assumptions used in the cash flow

forecasts; and

• Evaluated the appropriateness of the Group’s disclosures regarding the investment impairment and

intercompany recoverability in notes 2, 20 and 24 of the financial statements.

Key observations Following management’s revision to the medium term plan to better reflect the macro economic trading

conditions the Group is facing (see Section 5.2 for further details) and the work performed as set out

above, we are satisfied that the impairment recorded and carrying value of the investments in subsidiaries

and intercompany receivables are appropriate.

Our Financials → Independent Auditor’s Report

Superdry plc Annual Report 2022

139

Our Financials → Independent Auditor’s Report

5.4 Inventory provision

Key audit matter

description

As at 30 April 2022, the Group held £132.7m of inventory (FY21: £148.3m). The inventory provision was

£6.1m (FY21: £9.1m), representing 5% (FY21: 6%) of the balance.

The valuation of inventory involves management judgement in recording provisions for slow moving or

obsolete inventory, and for excess inventory held as a result of reduced trading previously caused by

global coronavirus restrictions.

The Group accounting policy for providing for slow moving inventory is based upon the ageing of inventory

by season, with a percentage provision applied which reflects the actual historical rate of losses made. In

addition, specific provisions are made for known product ranges which management considers unlikely to

be sold at a margin through regular clearance channels.

At the FY21 year end, the Group held a provision for excess inventory of £2.4m, as the level of inventory

less than 6 seasons old was higher than budgeted levels following coronavirus trading restrictions.

Thisexcess inventory provision had fallen to £1.8m at the FY22 year end as excess inventory has been

soldthrough.

In addition, at the FY21 year end, the Group held a £4.1m provision against AW20 concept inventory which

did not achieve the anticipated levels of sell through. In the year, management has been able to sell

through certain product lines of this inventory, albeit at a discount. As a result, £2.0m of the provision has

been released in the year. The remaining provision of £2.0m reflects planned disposal activity in FY23 for

the remaining units.

The calculation of the inventory provision requires management judgement to assess the quality of

products provided for and the expected realisable value based on the quantities held and expected sell

through patterns.

Refer to note 1 for the Group’s inventory provisioning policy, note 23 ‘Inventories’ and the Audit

Committeereport.

How the scope of our

audit responded to

the key audit matter

We obtained evidence over the appropriateness of management’s assumptions applied in calculating the

value of inventory provisions.

To respond to this key audit matter, we have:

• obtained an understanding of the relevant controls that the Group has established regarding the

inventory provision;

• assessed the historical accuracy of management’s provisioning percentages for aged inventory through

a retrospective review of the level of provision recorded in prior years compared to the actual level of

inventory written off against the provision held;

• compared the methodology applied in calculating the slow-moving inventory obsolescence provision to

the Group’s policy and recalculated the provision, with reference to the policy;

• used data analytics to analyse the sell through rates of inventory in the year and post year end in order

to identify any slow moving or unsold inventory lines which may require a specific provision;

• assessed the reasonableness of management’s methodology for identifying ‘excess inventory’ in order

to calculate the excess inventory provision for inventory less than 6 seasons old;

• assessed management’s historical forecasting accuracy of the excess current season inventory

provision by comparing the brought forward provision to the amount utilised in the year;

• determined the accuracy of the data used in the inventory provision calculation by testing the season

ageing of a sample of inventory items back to supplier invoice; and

• understood the nature and historic sell through rates for the AW20 concept inventory and challenged

management’s disposal plans in order to assess the reasonableness of the specific provision held

against this inventory.

Key observations From the work performed above, we concluded that the level of inventory provision is appropriate.

Superdry plc Annual Report 2022

140

Our Financials → Independent Auditor’s Report

5.5 Wholesale trade debtor recoverability

Key audit matter

description

At 30 April 2022, gross trade debtors of £60.7m were held by the Group (FY21: £62.2m) with a provision for

expected credit losses of £4.7m (FY21: £8.6m).

In the wake of the coronavirus pandemic and ongoing challenges within the global economy, there continues

to be a heightened risk around the recoverability of wholesale debtors.

Under IFRS 9, management is required to consider all expected credit losses based on historic, current

and forward-looking information. In addition to recording a specific provision against individual debtor

balances, management recognises a provision for expected credit losses under the simplified approach

permitted by IFRS 9, by modelling an estimate of future lifetime expected credit losses for the entire

debtor book. In the current economic environment, there is increased management judgement regarding

expected credit losses.

Refer to note 1 for the Group’s receivable provisioning policy, note 24 ‘Trade and other receivables’ and the

Audit Committee report.

How the scope of our

audit responded to

the key audit matter

To respond to this key audit matter we have:

• obtained an understanding of the relevant controls regarding management’s provisioning policy and the

assessment of expected credit losses;

• assessed management’s provisioning policy. This work included considering compliance with the

requirements of IFRS 9, checking the mechanical accuracy of the model, considering expected credit

losses by country and validating country specific risk factors to external reports in light of the current

macroeconomic environment;

• assessed subsequent cash receipts and write offs with reference to the provision recognised

bymanagement;

• assessed the historical accuracy of management’s debtor provisioning through a retrospective review

of the level of provision recorded in prior years compared to the actual level of write-offs in the year;

• evaluated consistency with information obtained through other parts of our audit, including our review

of litigation, claims and disputes; and

• selected a sample of the customers provided for within the specific provision, and a sample of

customers not provided for within the specific provision, and challenged the level of provision against

each customer.

Key observations From the work performed above, we concluded that wholesale debtors are recoverable and a sufficient

provision has been recognised.

Superdry plc Annual Report 2022

141

Our Financials → Independent Auditor’s Report

6 OUR APPLICATION OF MATERIALITY

6.1 Materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic

decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the

scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Group financial statements Parent company financial statements

Materiality

£3.0m (FY21: £3.0m) £2.9m (FY21: £2.9m)

Basis for

determining

materiality

The materiality that we used for the Group

financial statements was £3.0m which was

determined with reference to 0.5% (FY21: 0.5%)

of Group revenue.

The basis of materiality was net assets.

Parent company materiality equates to 1.8% of

the parent Company net assets (FY21: 1.4%), which

was capped at approximately 95% (FY21: 95%) of

Group materiality.

Rationale for the

benchmark

applied

In our professional judgement we believe that

revenue is the most appropriate benchmark to

determine materiality as it reflects the size and

scale of the Group and is more stable than

profit before tax. £3.0m represents

approximately 17% of Group statutory profit

before tax and 3% of Group net assets.

In determining our final materiality, based on our

professional judgement, we have considered net

assets as the appropriate measure given the parent

Company is primarily a holding company for

theGroup.

■ Revenue

■ Group materiality

Group materiality £3.0m

Revenue £609.6m

Component materiality

range £0.2m to £1.9m

Audit Committee

reporting threshold £0.2m

Superdry plc Annual Report 2022

142

Our Financials → Independent Auditor’s Report

6.2 Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and

undetected misstatements exceed the materiality for the financial statements as a whole.

Group financial statements Parent company financial statements

Performance

materiality

60% (FY21: 60%) of Group materiality 60% (FY21: 60%) of parent Company materiality

Basis and

rationale for

determining

performance

materiality

In determining performance materiality, we considered the following factors:

• our risk assessment, including our assessment of the Group’s overall control environment in the light

of the number of control deficiencies identified during the current and previous audits (as detailed

within the key audit matter above); and

• our past experience of the audit, including the value and quantum of corrected and uncorrected

misstatements in prior periods and our expectation of the likelihood of misstatements recurring in

the current period as a result of the continuing control deficiencies.

6.3 Error reporting threshold

We agreed with the Audit Committee that we would report to

the Committee all audit differences in excess of £150,000

(FY21: £150,000), as well as differences below that threshold

that, in our view, warranted reporting on qualitative grounds.

We also report to the Audit Committee on disclosure matters

that we identified when assessing the overall presentation of

the financial statements.

7 AN OVERVIEW OF THE SCOPE OF OUR AUDIT

7.1 Identification and scoping of components

Our group audit was scoped by obtaining an understanding

of the Group and its environment, including group-wide

controls, and assessing the risks of material misstatement

at the Group level. Our scoping of components remains

consistent with FY21.

In response to the continued deficiencies within the control

environment (see section 5.1 above), our audit is designed

to obtain a high level of coverage over the components

of the Group. We focused our group audit on 9 (FY21: 9)

components. 7 (FY21: 7) of these were subject to a full audit

being DKH Retail Limited, C-Retail Limited, SuperGroup

Internet Limited, Superdry Plc (parent Company), and the

legal entities in Germany, Austria, and Belgium. In addition,

consistent with the prior year, audit of specified balances

was performed on 2 components (FY21: 2) being US

Wholesale and US Retail, where the extent of our testing

was based on our assessment of the risks of material

misstatement and of the materiality of the Group’s

operations at those components.

These components represent the principal business units

and account for 92% (FY21: 94%) of the Group’s revenue,

94% (FY21: 95%) of the Group’s profit before tax and 94%

(FY21: 91%) of the Group’s net assets. They were also

selected to provide an appropriate basis for undertaking

audit work to address the risks of material misstatement

identified above.

Our audit work at the components was executed at levels of

materiality applicable to each individual entity which were

lower than Group materiality and ranged from £0.2m to

£1.9m (FY21: £0.1m to £1.7m).

At the Group level we also tested the consolidation process

and carried out analytical procedures to confirm our

conclusion that there were no significant risks of material

misstatement of the aggregated financial information of the

remaining components not subject to audit or audit of

specified account balances.

All audit work for the purpose of expressing an opinion on

the Group’s financial statements is performed by the Group

audit team as the accounting records are held centrally, with

the exception of inventory counts which are performed by

local country Deloitte audit teams all of whom receive a

briefing by the Group audit team prior to attending the count.

All inventory counts were attended in person.

Net assets

■ Full audit scope 90%

■

Specified audit balances 4%

■ Review at group level 6%

Revenue

■ Full audit scope 85%

■

Specified audit balances 7%

■ Review at group level 8%

Loss before tax

■ Full audit scope 85%

■

Specified audit balances 9%

■ Review at group level 6%

Superdry plc Annual Report 2022

143

Our Financials → Independent Auditor’s Report

7.2 Our consideration of the control environment

We identified the main finance systems, inventory systems

and in-store transaction processing systems as the key IT

systems relevant to our audit. The IT systems are primarily

managed from the centralised IT function in the UK. We

engaged our IT audit specialists to evaluate the IT systems

and determine whether they could be relied upon to support

our audit.

A number of IT control deficiencies were identified in the

2018 audit which remain unresolved. Controls within a

service organisation operated by a third party could not be

tested as a service auditor’s report was not available. We

also identified deficiencies in access and change

management controls. As a result of these findings (and the

other control deficiencies mentioned in Section 5.1 above)

we were unable to adopt a controls reliance audit approach,

consistent with the FY18, FY19, FY20 and FY21 audits.

As described by in the Audit Committee Report on page 98,

management has implemented a controls improvement

project which has identified a significant number of areas

for improvement. This project commenced in FY20 and

remained ongoing at the year end. Accordingly, we extended

the scope of our substantive audit procedures in response to

the identified deficiencies. Further details are set out in the

‘impact of control deficiencies’ key audit matter in section

5.1above.

7.3 Our consideration of climate-related risks

As highlighted in management’s Task Force on Climate-

Related Financial Disclosures (TCFD) report on page 34

and the principal risks on pages 38 to 39 the Group is

exposed to the impacts of climate change on its business

and operations. The Group continues to develop its

assessment of the potential impacts of climate change

and set targets which management considers to be aligned

with the Paris Agreement. Management has identified a

number of milestones, including the target of net zero

carbon emissions across own sites and logistics by 2030,

asdiscussed in the Task Force on Climate-Related Financial

Disclosures report on pages 34 to 39.

Management considers that the most likely impact on the

financial statements will be in relation to its medium-term

cash flow forecasts (including those described as part of our

key audit matters in section 5) and has included the impact

within these forecasts where appropriate. Whilst at this

stage there is significant uncertainty regarding what the

long-term impact of climate change initiatives may be, the

forecasts reflect management’s assessment of their best

estimate made in the financial statements as explained

innote 1.

As a part of our audit procedures, we have held discussions

with management to understand the process of identifying

climate-related risks, the determination of mitigating actions

and the impact on the Group’s financial statements. We

performed our own qualitative risk assessment of the

potential impact of climate change on the Group’s account

balances and classes of transaction and did not identify any

reasonably possible risks of material misstatement on

specific account balances. We considered the extent to

which climate change-related impacts had been reflected in

the Group’s forecast financial information and considered

climate-related risks throughout our risk assessments on

each financial statement account balance. Our procedures

were performed with the involvement of our ESG Centre of

Excellence and included reading disclosures included in the

Strategic Report to consider whether they are materially

consistent with the financial statements and our knowledge

obtained in the audit.

We have not been engaged to provide assurance over the

accuracy of these disclosures.

8 OTHER INFORMATION

The other information comprises the information included in

the annual report, other than the financial statements and

our auditor’s report thereon. The Directors are responsible

for the other information contained within the annual report.

Our opinion on the financial statements does not cover the

other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of

assurance conclusion thereon.

Our responsibility is to read the other information and, in

doing so, consider whether the other information is

materially inconsistent with the financial statements or our

knowledge obtained in the course of the audit or otherwise

appears to be materially misstated.

If we identify such material inconsistencies or apparent

material misstatements, we are required to determine

whether this gives rise to a material misstatement in the

financial statements themselves. If, based 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.

We have nothing to report in this regard.

Superdry plc Annual Report 2022

144

Our Financials → Independent Auditor’s Report

9 RESPONSIBILITIES OF DIRECTORS

As explained more fully in the directors’ responsibilities

statement, the directors are responsible for the preparation

of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the

directors determine is necessary to enable the preparation

of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are

responsible for assessing the Group’s and the parent

Company’s ability to continue as a going concern, disclosing

as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors

either intend to liquidate the Group or the parent Company

or to cease operations, or have no realistic alternative but to

do so.

10 AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE

FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about

whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error,

and to issue an auditor’s 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 be expected to influence the

economic decisions of users taken on the basis of these

financial statements.

A further description of our responsibilities for the audit of

the financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description

forms part of our auditor’s report.

11 EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF

DETECTING IRREGULARITIES, INCLUDING FRAUD

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line

with our responsibilities, outlined above, todetect material

misstatements in respect of irregularities, including fraud.

The extent to which our procedures are capable of detecting

irregularities, including fraud is detailedbelow.

11.1 Identifying and assessing potential risks related

toirregularities

In identifying and assessing risks of material misstatement in

respect of irregularities, including fraud and non-compliance

with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment

(in particular the deficiencies we identified in this area,

see 5.1 above) and business performance including the

design of the Group’s remuneration policies, key drivers

for directors’ remuneration, bonus levels and

performance targets;

• the Group’s own assessment of the risks that

irregularities may occur as a result of fraud or error;

• the results of our enquiries of management, internal audit

and the Audit Committee about their own identification

and assessment of the risks of irregularities;

• any matters we identified having obtained and reviewed

the Group’s documentation of their policies and

procedures relating to:

– identifying, evaluating and complying with laws and

regulations and whether they were aware of any

instances of non-compliance;

– detecting and responding to the risks of fraud and

whether they have knowledge of any actual, suspected

or alleged fraud;

– the internal controls established to mitigate risks of

fraud or non-compliance with laws and regulations;

• the matters discussed among the audit engagement

team, including relevant internal specialists across tax,

valuations, IT, restructuring, modelling and forensics,

regarding how and where fraud might occur in the

financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the

opportunities and incentives that may exist within the

organisation for fraud and identified the greatest potential

for fraud in the following areas:

• inventory provision;

• wholesale trade debtor recoverability; and

• completeness of wholesale returns provision.

In common with all audits under ISAs (UK), we are also

required to perform specific procedures to respond to the

risk of management override.

We also obtained an understanding of the legal and

regulatory frameworks that the Group operates in, focusing

on provisions of those laws and regulations that had a direct

effect on the determination of material amounts and

disclosures in the financial statements. The key laws and

regulations we considered in this context included the UK

Companies Act, Listing Rules, pensions and tax legislation.

In addition, we considered provisions of other laws and

regulations that do not have a direct effect on the financial

statements but compliance with which may be fundamental to

the Group’s ability to operate or to avoid a material penalty.

Superdry plc Annual Report 2022

145

Our Financials → Independent Auditor’s Report

11.2 Audit response to risks identified

As a result of performing the above, we identified the

following key audit matters related to the potential risk

offraud:

• inventory provision; and

• wholesale trade debtor recoverability.

The key audit matters section of our report explains the

matters in more detail and also describes the specific

procedures we performed in response to those key

auditmatters.

In addition to the above, our procedures to respond to risks

identified included the following:

• reviewing the financial statement disclosures and testing

to supporting documentation to assess compliance with

provisions of relevant laws and regulations described as

having a direct effect on the financial statements;

• enquiring of management, the audit committee and

in-house legal counsel concerning actual and potential

litigation and claims;

• performing analytical procedures to identify any unusual

or unexpected relationships that may indicate risks of

material misstatement due to fraud;

• reading minutes of meetings of those charged with

governance, reviewing internal audit reports and

reviewing correspondence with HMRC;

• with regards to completeness of the wholesale returns

provision, testing the inputs into the customer returns

provision liability and challenging the appropriateness of

the assumptions used. This has primarily been performed

with reference to historical return trends and post year

end returns data;

• in addressing the risk of fraud through management

override of controls, testing the appropriateness of

journal entries and other adjustments;

• assessing whether the judgements made in making

accounting estimates are indicative of a potential bias; and

• evaluating the business rationale of any significant

transactions that are unusual or outside the normal

course of business.

We also communicated relevant identified laws and

regulations and potential fraud risks to all engagement team

members, including internal specialists, and remained alert

to any indications of fraud or non-compliance with laws and

regulations throughout the audit.

Report on other legal and regulatory

requirements

12 OPINIONS ON OTHER MATTERS PRESCRIBED BY THE

COMPANIES ACT 2006

In our opinion the part of the directors’ remuneration

report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the

course of the audit:

• the information given in the strategic report and the

directors’ report for the financial year for which the

financial statements are prepared is consistent with

the financial statements; and

• the strategic report and the directors’ report have

been prepared in accordance with applicable

legalrequirements.

In the light of the knowledge and understanding of the

Group and the parent Company and their environment

obtained in the course of the audit, we have not identified

any material misstatements in the strategic report or the

directors’ report.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent

with the financial statements and our knowledge obtained

during the audit:

• the directors’ statement with regards to the

appropriateness of adopting the going concern basis

of accounting and any material uncertainties identified,

set out on page 73;

• the directors’ explanation as to its assessment of the

Group’s prospects, the period this assessment covers

and why the period is appropriate, set out on pages 73

to 75;

• the directors’ statement on fair, balanced and

understandable, set out on page 131;

• the board’s confirmation that it has carried out a

robust assessment of the emerging and principal risks,

set out on page 53;

• the section of the annual report that describes the

review of effectiveness of risk management and

internal control systems set out on page 104; and

• the section describing the work of the audit

committee, set out on pages 101 to 103.

13 CORPORATE GOVERNANCE STATEMENT

The Listing Rules require us to review the directors’

statement in relation to going concern, longer-term viability

and that part of the Corporate Governance Statement

relating to the Group’s compliance with the provisions of the

UK Corporate Governance Code specified for our review.

Superdry plc Annual Report 2022

146

Our Financials → Independent Auditor’s Report

14 MATTERS ON WHICH WE ARE REQUIRED TO REPORT

BYEXCEPTION

14.1 Adequacy of explanations received and

accountingrecords

Under the Companies Act 2006 we are required to report to

you if, in our opinion:

• we have not received all the information and explanations

we require for our audit; or

• adequate accounting records have not been kept by the

parent Company, or returns adequate for our audit have

not been received from branches not visited by us; or

• the parent Company financial statements are not in

agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

14.2 Directors’ remuneration

Under the Companies Act 2006 we are also required to

report if in our opinion certain disclosures of directors’

remuneration have not been made or the part of the

directors’ remuneration report to be audited is not in

agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

15 OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS

15.1 Auditor tenure

We were appointed by the Board of Directors on

12 September 2017 to audit the financial statements for

the period ended 28 April 2018 and subsequent financial

periods. The period of total uninterrupted engagement

including previous renewals and reappointments of the firm

is five years, covering the periods ended 28 April 2018 to

30 April 2022. The period ended 30 April 2022 will be the

final year of our appointment as auditor.

15.2 Consistency of the audit report with the additional

report to the Audit Committee

Our audit opinion is consistent with the additional report to

the Audit Committee we are required to provide in

accordance with ISAs (UK).

16 USE OF OUR REPORT

This report is made solely to the company’s members,

as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken

so that we might state to the company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the company and the company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

As required by the Financial Conduct Authority (FCA)

Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,

these financial statements form part of the European Single

Electronic Format (ESEF) prepared Annual Financial Report

filed on the National Storage Mechanism of the UK FCA in

accordance with the ESEF Regulatory Technical Standard

(‘ESEF RTS’). This auditor’s report provides no assurance

over whether the annual financial report has been prepared

using the single electronic format specified in the ESEF RTS.

Edward Hanson (Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

6 October 2022

Superdry plc Annual Report 2022

147

Our Financials → Group Statement of Comprehensive Income

Group Statement of Comprehensive Income

to the members of Superdry plc

148 Superdry plc Annual Report 2022

Note

Adjusted

2022

£m

Adjusting

items

(note 6)

£m

Total

2022

£m

Adjusted

2021

£m

Adjusting

items

(note 6)

£m

Total

2021

£m

Revenue 4 609.6 – 609.6 556.1 – 556.1

Cost of sales (267.0) – (267.0) (263.0) – (263.0)

Gross profit 342.6 – 342.6 293.1 – 293.1

Selling, general and

administrative expenses

5 (331.5) (17.7) (349.2) (321.6) (19.4) (341.0)

Other gains and losses (net) 11 17.0 13.7 30.7 19.3 (4.7) 14.6

Impairment credit on trade receivables 24 1.8 – 1.8 3.8 – 3.8

Operating profit/(loss) 12 29.9 (4.0) 25.9 (5.4) (24.1) (29.5)

Finance expense 13 (8.0) – (8.0) (7.2) – (7.2)

Profit/(loss) before tax 4 21.9 (4.0) 17.9 (12.6) (24.1) (36.7)

Tax (expense)/credit 14 7.8 (3.0) 4.8 (3.3) 3.9 0.6

Profit/(loss) for the period 29.7 (7.0) 22.7 (15.9) (20.2) (36.1)

Attributable to:

Owners of the Company 29.7 (7.0) 22.7 (15.9) (20.2) (36.1)

Other comprehensive expense net of tax:

Items that may be subsequently

reclassified to profit or loss

Currency translation differences on

translation of foreign operations (8.2) – (8.2) 12.1 – 12.1

Total comprehensive income/(expense)

for the period 21.5 (7.0) 14.5 (3.8) (20.2) (24.0)

Attributable to:

Owners of the Company 21.5 (7.0) 14.5 (3.8) (20.2) (24.0)

pence

per share

pence

per share

pence

per share

pence

per share

Earnings per share:

Basic 16 36.3 27.7 (19.4) (44.0)

Diluted 16 35.0 26.7 (19.4) (44.0)

* Adjusted and adjusting items are defined in note 36.

2022 is for the 53 weeks ended 30 April 2022 and 2021 is for the 52 weeks ended 24 April 2021.

The Company has elected to take the exemption under Section 408 of the Companies Act 2006 not to present the Company

statement of comprehensive income.

The notes on pages 153-209 inclusive are an integral part of the Group and Company financial statements.

Our Financials → Balance Sheets

Balance Sheets

to the members of Superdry plc Registered number: 07063562

149 Superdry plc Annual Report 2022

Group Company

Note

30 April

2022

£m

24 April

2021

£m

30 April

2022

£m

24 April

2021

£m

ASSETS

Non-current assets

Property, plant and equipment 18 22.4 29.4 4.0 5.5

Right-of-use assets 30 80.2 91.1 1.3 1.8

Intangible assets 19 42.3 41.7 7.9 9.9

Investments in subsidiaries 20 – – 140.6 260.4

Deferred tax assets 22 66.3 53.8 8.5 4.7

Derivative financial instruments 34 0.9 0.3 – –

Total non-current assets 212.1 216.3 162.3 282.3

Current assets

Inventories 23 132.7 148.3 1.3 1.5

Trade and other receivables 24 117.5 102.3 204.8 210.3

Derivative financial instruments 34 8.9 2.4 – –

Current tax receivables – 4.0 – 0.4

Cash and bank balances 25 20.5 38.9 – 0.9

Total current assets 279.6 295.9 206.1 213.1

LIABILITIES

Current liabilities

Borrowings 26 21.5 – – –

Trade and other payables 27 129.2 126.5 205.4 274.5

Current income tax liabilities 4.0 – – –

Provisions for other liabilities and charges 28 4.7 6.2 1.0 0.3

Derivative financial instruments 34 0.5 5.7 – –

Lease liabilities 30 66.1 94.1 1.3 2.1

Total current liabilities 226.0 232.5 207.7 276.9

Net current assets/(liabilities) 53.6 63.4 (1.6) (63.8)

Non-current liabilities

Trade and other payables 27 2.6 1.2 – –

Provisions for other liabilities and charges 28 7.2 10.0 0.5 0.3

Derivative financial instruments 34 – 1.5 – –

Deferred liabilities 0.8 1.1 – –

Lease liabilities 30 151.2 175.5 2.4 3.6

Total non-current liabilities 161.8 189.3 2.9 3.9

Net assets 103.9 90.4 157.8 214.6

EQUITY

Share capital 35 4.1 4.1 4.1 4.1

Share premium 149.2 149.2 149.2 149.2

ESOP Reserve (2.0) – (2.0) –

Translation reserve (1.6) 6.6 – –

Merger reserve (302.5) (302.5) – –

Retained earnings 256.7 233.0 6.5 61.3

Total equity 103.9 90.4 157.8 214.6

The Company loss for the year is £55.8m (2021: loss of £12.6m). The notes on pages 148-209 inclusive are an integral part of

the Group and Company financial statements. The financial statements on pages 153-209 were approved by the Board of

Directors and authorised for issue on 06 October 2022 and signed on its behalf by:

Julian Dunkerton

Chief Executive Officer

Shaun Wills

Chief Financial Officer

Superdry plc Annual Report 2022

148

Our Financials → Balance Sheets

Balance Sheets

to the members of Superdry plc Registered number: 07063562

149 Superdry plc Annual Report 2022

Group Company

Note

30 April

2022

£m

24 April

2021

£m

30 April

2022

£m

24 April

2021

£m

ASSETS

Non-current assets

Property, plant and equipment 18 22.4 29.4 4.0 5.5

Right-of-use assets 30 80.2 91.1 1.3 1.8

Intangible assets 19 42.3 41.7 7.9 9.9

Investments in subsidiaries 20 – – 140.6 260.4

Deferred tax assets 22 66.3 53.8 8.5 4.7

Derivative financial instruments 34 0.9 0.3 – –

Total non-current assets 212.1 216.3 162.3 282.3

Current assets

Inventories 23 132.7 148.3 1.3 1.5

Trade and other receivables 24 117.5 102.3 204.8 210.3

Derivative financial instruments 34 8.9 2.4 – –

Current tax receivables – 4.0 – 0.4

Cash and bank balances 25 20.5 38.9 – 0.9

Total current assets 279.6 295.9 206.1 213.1

LIABILITIES

Current liabilities

Borrowings 26 21.5 – – –

Trade and other payables 27 129.2 126.5 205.4 274.5

Current income tax liabilities 4.0 – – –

Provisions for other liabilities and charges 28 4.7 6.2 1.0 0.3

Derivative financial instruments 34 0.5 5.7 – –

Lease liabilities 30 66.1 94.1 1.3 2.1

Total current liabilities 226.0 232.5 207.7 276.9

Net current assets/(liabilities) 53.6 63.4 (1.6) (63.8)

Non-current liabilities

Trade and other payables 27 2.6 1.2 – –

Provisions for other liabilities and charges 28 7.2 10.0 0.5 0.3

Derivative financial instruments 34 – 1.5 – –

Deferred liabilities 0.8 1.1 – –

Lease liabilities 30 151.2 175.5 2.4 3.6

Total non-current liabilities 161.8 189.3 2.9 3.9

Net assets 103.9 90.4 157.8 214.6

EQUITY

Share capital 35 4.1 4.1 4.1 4.1

Share premium 149.2 149.2 149.2 149.2

ESOP Reserve (2.0) – (2.0) –

Translation reserve (1.6) 6.6 – –

Merger reserve (302.5) (302.5) – –

Retained earnings 256.7 233.0 6.5 61.3

Total equity 103.9 90.4 157.8 214.6

The Company loss for the year is £55.8m (2021: loss of £12.6m). The notes on pages 148-209 inclusive are an integral part of

the Group and Company financial statements. The financial statements on pages 153-209 were approved by the Board of

Directors and authorised for issue on 06 October 2022 and signed on its behalf by:

Julian Dunkerton

Chief Executive Officer

Shaun Wills

Chief Financial Officer

Superdry plc Annual Report 2022

149

Our Financials → Cash Flow Statements

Cash Flow Statements

to the members of Superdry plc

150 Superdry plc Annual Report 2022

Group Company

Note

2022

£m

2021

£m

2022

£m

2021

£m

Cash generated/(used in) from operating activities 32 47.2 50.1 13.4 71.4

Tax receipt 0.4 2.5 – 3.0

Net cash generated/(used in) from operating activities 47.6 52.6 13.4 74.4

Cash flow from investing activities

Investments in subsidiaries 20 – – – (3.1)

Purchase of property, plant and equipment 18 (10.4) (6.8) (1.1) (2.5)

Purchase of intangible assets 19 (7.2) (6.8) (1.7) (2.3)

Net cash used in)/generated from investing activities (17.6) (13.6) (2.8) (7.9)

Cash flow from financing activities

Dividend payments 17 – – – –

Lease Incentives – Landlord Contributions 6.3 – – –

Repayment of ABL facility (146.3) – – –

Drawdown of ABL facility 164.7 – – –

Proceeds of issue of share capital – 0.1 – 0.1

Net interest paid 13 (8.0) (7.2) (9.6) (8.8)

Purchase of treasury shares 35 (2.0) – – (0.6)

Repayment of leases – principal amount 30 (66.6) (39.9) (1.9) –

Net cash used in financing activities (51.9) (47.0) (11.5) (9.3)

Net (decrease)/increase in cash and cash equivalents* 33 (21.9) (8.0) (0.9) 57.2

Cash and cash equivalents at beginning of period 33 38.9 36.7 0.9 (56.9)

Exchange gains/(losses) on cash and cash equivalents 0.4 10.2 – 0.6

Cash and cash equivalents at end of period* 33 17.4 38.9 – 0.9

* Cash and cash equivalents includes overdraft

2022 is for the 53 weeks ended 30 April 2022 and 2021 is for the 52 weeks ended 24 April 2021.

The notes on pages 153-209 inclusive are an integral part of the Group and Company financial statements.

Our Financials → Statements of Changes in Equity

Statements of Changes in Equity

to the members of Superdry plc

151 Superdry plc Annual Report 2022

Group Note

capital

£m

premium

£m

ESOP share

reserve

£m

Translation

reserve

£m

Merger

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 25 April 2020 4.1 149.1 – (5.5) (302.5) 267.5 112.7

Comprehensive expense

Loss for the period – – – – – (36.1) (36.1)

Other comprehensive income

Currency translation differences – – – 12.1 – – 12.1

Total other comprehensive income – – – 12.1 – – 12.1

Total comprehensive (expense)/income

for the period

– – – 12.1 – (36.1) (24.0)

Transactions with owners

Shares issued – 0.1 – – – – 0.1

Employee share award schemes 8,9 – – – – – 1.6 1.6

Dividend payments 17––––– ––

Total transactions with owners – 0.1 – – – 1.6 1.7

Balance at 24 April 2021 4.1 149.2 – 6.6 (302.5) 233.0 90.4

Comprehensive expense

Profit for the period – – – – – 22.7 22.7

Other comprehensive expense – – – – – – –

Currency translation differences – – – (8.2) – – (8.2)

Total other comprehensive expense – – – (8.2) – – (8.2)

Total comprehensive (expense)/income

for the period

– – – (8.2) – 22.7 14.5

Transactions with owners

Shares issued – – – – – – –

ESOP shares acquired – – (2.0) – – – (2.0)

Employee share award schemes 8,9 – – – – – 1.0 1.0

Dividend payments 17––––– ––

Total transactions with owners – – (2.0) – – 1.0 (1.0)

Balance at 30 April 2022 4.1 149.2 (2.0) (1.6) (302.5) 256.7 103.9

Superdry plc Annual Report 2022

150

Our Financials → Statements of Changes in Equity

Statements of Changes in Equity

to the members of Superdry plc

151 Superdry plc Annual Report 2022

Group Note

capital

£m

premium

£m

ESOP share

reserve

£m

Translation

reserve

£m

Merger

reserve

£m

Retained

earnings

£m

Total

equity

£m

Balance at 25 April 2020 4.1 149.1 – (5.5) (302.5) 267.5 112.7

Comprehensive expense

Loss for the period – – – – – (36.1) (36.1)

Other comprehensive income

Currency translation differences – – – 12.1 – – 12.1

Total other comprehensive income – – – 12.1 – – 12.1

Total comprehensive (expense)/income

for the period

– – – 12.1 – (36.1) (24.0)

Transactions with owners

Shares issued – 0.1 – – – – 0.1

Employee share award schemes 8,9 – – – – – 1.6 1.6

Dividend payments 17––––– ––

Total transactions with owners – 0.1 – – – 1.6 1. 7

Balance at 24 April 2021 4.1 149.2 – 6.6 (302.5) 233.0 90.4

Comprehensive expense

Profit for the period – – – – – 22.7 22.7

Other comprehensive expense – – – – – – –

Currency translation differences – – – (8.2) – – (8.2)

Total other comprehensive expense – – – (8.2) – – (8.2)

Total comprehensive (expense)/income

for the period

– – – (8.2) – 22.7 14.5

Transactions with owners

Shares issued – – – – – – –

ESOP shares acquired – – (2.0) – – – (2.0)

Employee share award schemes 8,9 – – – – – 1.0 1.0

Dividend payments 17––––– ––

Total transactions with owners – – (2.0) – – 1.0 (1.0)

Balance at 30 April 2022 4.1 149.2 (2.0) (1.6) (302.5) 256.7 103.9

Superdry plc Annual Report 2022

151

Our Financials → Statements of Changes in Equity

152 Superdry plc Annual Report 2022

Company Note

capital

£m

premium

£m

ESOP Share

Reserves

£m

Retained

earnings

£m

Total

equity

£m

Balance at 25 April 2020 4.1 149.1 – 72.2 225.4

Comprehensive expense

Loss for the period 15 – – – (12.6) (12.6)

Other comprehensive income

Currency translation differences – – – 0.1 0.1

Total other comprehensive income – – – 0.1 0.1

Total comprehensive (expense)/income for

the period

––

–

(12.5) (12.5)

Transactions with owners

Employee share award schemes 8,9 – – – 1.6 1.6

Shares issued – 0.1 – – 0.1

Dividends paid 17 – – – – –

Total transactions with owners – 0.1 – 1.6 1.7

Balance at 24 April 2021 4.1 149.2 – 61.3 214.6

Comprehensive income

Loss for the period 15 – – – (55.8) (55.8)

Other comprehensive income – – – – –

Currency translation differences – – – – –

Total other comprehensive income – – – – –

Total comprehensive (expense)/income for

the period

––

–

(55.8) (55.8)

Transactions with owners

Employee share award schemes 8,9 – – – 1.0 1.0

Shares issued – – – – –

ESOP Shares Acquired – – (2.0) – (2.0)

Dividends paid 17 – – – – –

Total transactions with owners – – (2.0) 1.0 (1.0)

Balance at 30 April 2022 4.1 149.2 (2.0) 6.5 157.8

The notes on pages 153-209 inclusive are an integral part of the Group and Company financial statements.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

153 Superdry plc Annual Report 2022

1. Principal accounting policies

General information

The Company is a public company limited by shares

incorporated in the United Kingdom under the Companies

Act and is registered in England and Wales. The address of

the Company’s office is shown on page 203. The current

period (2022) is for the 53 weeks ended 30 April 2022 (2021:

52 weeks ended 24 April 2021 (2021)).

a) Basis of preparation

The financial statements of Superdry plc (the Company) and

Superdry plc and its subsidiary undertakings in the UK, the

Republic of Ireland, Belgium, France, India, Hong Kong,

Germany, the Netherlands, Spain, Turkey, Scandinavia and

the United States of America as detailed in note 20 (the

Group) have been prepared on a going concern basis under

the historical cost convention as modified by fair values, in

accordance with United Kingdom adopted international

accounting standards. Also, they have been prepared in

accordance with the Companies Act 2006 applicable to

companies reporting under IFRS.

The preparation of financial statements in conformity with

IFRS requires the use of certain accounting estimates and

requires management to exercise its judgement (note 2) in

the process of applying the Group’s accounting policies.

These policies have been consistently applied to all periods

presented unless otherwise stated. The Group financial

statements are presented in Sterling and all values are

rounded to the nearest hundred thousand, except

where indicated.

b) Going concern

Background and context

The financial position of the Group, its cash flows and

liquidity position are set out in the financial statements.

Furthermore, the Group financial statements include the

Group’s objectives and policies for managing its capital, its

financial risk management objectives, details of its financial

instruments and exposure to credit and liquidity risk (please

refer to note 34).

Like many businesses in the retail sector, Superdry has been

through a period of unprecedented challenges over recent

years. Prior to the pandemic, consumer behaviour had

started to shift from physical to digital with a reduction in

footfall. The global pandemic resulted in the enforced

closure of stores with many trading days lost. The principal

impact of Covid-19 in FY22 was from the emergence of the

Omicron variant in December 2021, which resulted in

significantly reduced footfall during the key Christmas

trading period and predicted supply chain capacity issues in

China, necessitating early order placement for

Autumn/Winter22.

Despite the resurgence of store visits in many European

countries following vaccination programmes and the lifting

or easing of restrictions in our key markets, footfall has still

not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half

of FY22 and, although the Group was not directly impacted,

the lasting effects of the pandemic on supply chain

disruption, input price inflation and consumers facing rising

inflation has resulted in a higher ‘cost-of-living’, which has

only been exacerbated by the war. This has increased the

uncertainty in our forecasts, particularly in the short term,

and therefore, our ability to achieve the financial objectives

in our plan.

In response to the challenging macro-economic conditions

and to partially offset the adverse impacts above, there are

several key mitigations that the Group has undertaken:

• Price rises ranging from 4%-6% across AW22 and

SS23 and the introduction of delivery charges for all

online orders.

• Increasing the mix of core product, which has a life of

more than one season, and consequently reducing the

clearance and buy cycle, which remains our largest

cash mitigation.

• Re-introducing targeted clearance activity in our stores.

• Identified a number of operational savings and cost

efficiencies across the Group.

• Recognised £4.4m of one-off rent savings in FY22

relating to the disrupted periods during Covid-19. These

one-off rent benefits are in addition to the ongoing lease

renewal savings that have been achieved to date, which

we expect to continue to be realised as we review our

store estate.

Borrowing Facilities

The Group has an up to £70m Asset Backed Lending Facility

(ABL) which expires in January 2023 and an uncommitted

overdraft facility of up to £10m available on a rolling annual

basis. At the year-end, £18.4m of the ABL facility had been

drawn down, £3.1m of the overdraft had been utilised, and

the Group had a net debt balance of £(1.0)m. The maximum

drawdown on the ABL facility was £21m in October 2021, as

peak working capital coincided with the need to weather the

impact of temporary closures in the EU and continuing

suppressed footfall across all markets.

As at 1 October 2022, which coincides with the Group’s

working capital peak, the Group had drawn down £45.3m

with a net debt balance of £38.9m.

As the overdraft is uncommitted, it has not been

considered by management as part of the going concern

or viability assessment.

The covenants on the ABL facility are tested quarterly, with

the next test due at the end of October 2022 and then again

in January 2023, albeit this is the date the facility expires.

These are based around the Group’s adjusted fixed charge

(rent and interest) and are calculated on a ‘frozen GAAP’

basis and hence unaffected by IFRS 16 “Leases”.

Superdry plc Annual Report 2022

152

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

153 Superdry plc Annual Report 2022

1. Principal accounting policies

General information

The Company is a public company limited by shares

incorporated in the United Kingdom under the Companies

Act and is registered in England and Wales. The address of

the Company’s office is shown on page 203. The current

period (2022) is for the 53 weeks ended 30 April 2022 (2021:

52 weeks ended 24 April 2021 (2021)).

a) Basis of preparation

The financial statements of Superdry plc (the Company) and

Superdry plc and its subsidiary undertakings in the UK, the

Republic of Ireland, Belgium, France, India, Hong Kong,

Germany, the Netherlands, Spain, Turkey, Scandinavia and

the United States of America as detailed in note 20 (the

Group) have been prepared on a going concern basis under

the historical cost convention as modified by fair values, in

accordance with United Kingdom adopted international

accounting standards. Also, they have been prepared in

accordance with the Companies Act 2006 applicable to

companies reporting under IFRS.

The preparation of financial statements in conformity with

IFRS requires the use of certain accounting estimates and

requires management to exercise its judgement (note 2) in

the process of applying the Group’s accounting policies.

These policies have been consistently applied to all periods

presented unless otherwise stated. The Group financial

statements are presented in Sterling and all values are

rounded to the nearest hundred thousand, except

where indicated.

b) Going concern

Background and context

The financial position of the Group, its cash flows and

liquidity position are set out in the financial statements.

Furthermore, the Group financial statements include the

Group’s objectives and policies for managing its capital, its

financial risk management objectives, details of its financial

instruments and exposure to credit and liquidity risk (please

refer to note 34).

Like many businesses in the retail sector, Superdry has been

through a period of unprecedented challenges over recent

years. Prior to the pandemic, consumer behaviour had

started to shift from physical to digital with a reduction in

footfall. The global pandemic resulted in the enforced

closure of stores with many trading days lost. The principal

impact of Covid-19 in FY22 was from the emergence of the

Omicron variant in December 2021, which resulted in

significantly reduced footfall during the key Christmas

trading period and predicted supply chain capacity issues in

China, necessitating early order placement for

Autumn/Winter22.

Despite the resurgence of store visits in many European

countries following vaccination programmes and the lifting

or easing of restrictions in our key markets, footfall has still

not recovered to pre-pandemic levels.

The Russian invasion of Ukraine occurred in the second half

of FY22 and, although the Group was not directly impacted,

the lasting effects of the pandemic on supply chain

disruption, input price inflation and consumers facing rising

inflation has resulted in a higher ‘cost-of-living’, which has

only been exacerbated by the war. This has increased the

uncertainty in our forecasts, particularly in the short term,

and therefore, our ability to achieve the financial objectives

in our plan.

In response to the challenging macro-economic conditions

and to partially offset the adverse impacts above, there are

several key mitigations that the Group has undertaken:

• Price rises ranging from 4%-6% across AW22 and

SS23 and the introduction of delivery charges for all

online orders.

• Increasing the mix of core product, which has a life of

more than one season, and consequently reducing the

clearance and buy cycle, which remains our largest

cash mitigation.

• Re-introducing targeted clearance activity in our stores.

• Identified a number of operational savings and cost

efficiencies across the Group.

• Recognised £4.4m of one-off rent savings in FY22

relating to the disrupted periods during Covid-19. These

one-off rent benefits are in addition to the ongoing lease

renewal savings that have been achieved to date, which

we expect to continue to be realised as we review our

store estate.

Borrowing Facilities

The Group has an up to £70m Asset Backed Lending Facility

(ABL) which expires in January 2023 and an uncommitted

overdraft facility of up to £10m available on a rolling annual

basis. At the year-end, £18.4m of the ABL facility had been

drawn down, £3.1m of the overdraft had been utilised, and

the Group had a net debt balance of £(1.0)m. The maximum

drawdown on the ABL facility was £21m in October 2021, as

peak working capital coincided with the need to weather the

impact of temporary closures in the EU and continuing

suppressed footfall across all markets.

As at 1 October 2022, which coincides with the Group’s

working capital peak, the Group had drawn down £45.3m

with a net debt balance of £38.9m.

As the overdraft is uncommitted, it has not been

considered by management as part of the going concern

or viability assessment.

The covenants on the ABL facility are tested quarterly, with

the next test due at the end of October 2022 and then again

in January 2023, albeit this is the date the facility expires.

These are based around the Group’s adjusted fixed charge

(rent and interest) and are calculated on a ‘frozen GAAP’

basis and hence unaffected by IFRS 16 “Leases”.

Superdry plc Annual Report 2022

153

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

154 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Base case

The Group’s going concern assessment covers the 12 month

period from the date of approval of the financial statements,

derived from the latest FY23 and FY24 forecasts in the

Group’s medium term financial plan (the “Plan”). As the long-

term effects of Covid-19 and the more short-term escalating

cost-of-living crisis continue to impact the wider retail sector

and the Group, our trading outlook has been adjusted to

reflect these uncertainties. The most significant

assumptions in this revised set of projections are:

• All trading channels benefit from ongoing product

improvements, operational initiatives and marketing

activity to support the brand reset which began in

October 2020, the full benefit of which is not yet realised,

given the challenging macroeconomic environment.

This benefit is offset by pressure on all trading channels

as a result of the cost-of-living crisis impacting

consumer spending.

• Store trading continues to improve year-on-year with

footfall recovering steadily over the duration of FY23 and

through FY24 as stores remain fully open across all

geographies, and consumer demand gradually returns,

though stabilising at a lower level than previously

forecast, and below pre-Covid-19 levels. Profitability will

be in line with FY22, impacted by the re-introduction of

targeted clearance activity, largely offset by the recurring

benefits of renegotiated leases.

• Ecommerce trading benefits from investments to improve

the website user experience as a result of the migration to

a microservices platform which had been fully

implemented by August 2022, driving improvements in

conversion rates and basket values, as well as the launch

of additional partner programmes.

• Wholesale performance begins to modestly recover in

FY23 and through FY24 with a return of order book

growth, reflecting a steady recovery from the pandemic

impacted trading of FY20-FY22, although noted this

continues to be impacted by the continued economic

uncertainty globally, but particularly in Europe where we

have our largest Wholesale presence.

• Cost inflation pressures are assumed to be largely offset

with price increases of 4-5% for Autumn/Winter22 and 5-

6% for Spring/Summer23 and the implementation of

delivery charges for online orders.

• Continued investment in marketing will result in increased

spend across FY23 and FY24.

In assessing the Group’s going concern status the Directors

considered the base case (with the assumptions outlined

above) and a number of other forecast scenarios, all of which

include a requirement for a financing facility, albeit for short

periods of time, in line with our working capital cycle.

Reverse Stress Test

Given the base case reflects the results of the turnaround

plan and due to the current macroeconomic uncertainties

already discussed, the Group has modelled a ‘reverse stress

test’ scenario up to the end of January 2023 when the

current ABL facility expires, to ensure there is sufficient

headroom on the facility and covenant tests to allow the

Group to operate within the agreement until this point.

The reverse stress test calculates the necessary shortfall to

sales forecasts in the Plan, net of feasible mitigating actions,

that would create a situation where the Group either:

• Requires additional sources of financing, in excess of

those that are committed; or

• Breaches the lending covenants on the existing facility.

Given the headroom over the available facility until the end of

January 2023 and the encouraging trading we have seen

over recent weeks following the launch of our

Autumn/Winter22 collection as well as our proven ability to

manage cash, management considers the likelihood of

breaching the facility limit or the associated covenant tests

prior to the expiry, to be remote.

This assessment is linked to a robust assessment of the

principal risks facing the Group, and the reverse stress test

reflects the potential impact of these risks being realised.

The principal risks are outlined in the ‘How we manage our

risks’ section on page 53-67.

Ongoing Discussions

As noted above, the existing ABL facility is due to expire in

January 2023. The terms of the agreement state that an

extension of the existing ABL facility can only be formally

requested 60 days before expiry of the initial term.

Management believes they will be able to secure committed

financing prior to the end of the current arrangement and are

in positive discussions with a number of prospective lenders.

An agreement to a new committed facility is critical in both

delivering the planned business performance and also

concluding on going concern.

The Directors’ consider the current up to £70m facility is

sufficient, until expiry in January 2023. Projections show we

will the business will be cash positive for a large part of

FY23 and FY24 but the seasonal stock buy for both Retail

and Wholesale does mean that a facility is necessary during

the peak working capital cycle from August through to

early December.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

155 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Summary

After considering the forecasts, sensitivities and mitigating

actions available to management and having regard to the

risks, uncertainties and continued challenges in the

macroenvironment environment, and despite the ongoing

discussions around the future funding facility, the Directors

note that an indication of a material uncertainty exists and

until those discussions conclude, there is significant doubt

over the Group’s ability to continue as a going concern and

therefore, it may not be able to realise its assets and

discharge its liabilities in the normal course of business.

The material uncertainty relates to:

• going concern regarding secured funding, as the current

funding facility is in place for less than 12 months

following the date of signing and the base case cash flow

forecast indicates that funding will be required in the

going concern period.

The financial statements have been prepared on a going

concern basis, whilst noting the material uncertainty above.

c) Basis of consolidation

Consolidated subsidiaries are those entities over which the

Group has control. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns from

its involvement with the entity and could affect those returns

through its power over the entity.

The results of any subsidiaries acquired during the period

are included in the Group statement of comprehensive

income from the date on which control is transferred to

the Group. Accounting policies of subsidiaries are changed

when necessary to ensure consistency with the accounting

policies adopted by the Group.

Under IFRS 11 ‘Joint Arrangements’, investments in joint

arrangements are classified as either joint operations or

joint ventures. The classification depends on the contractual

rights and obligations of each investor, rather than the legal

structure of the joint arrangement.

The Group determines, at each reporting date, whether

there is any objective evidence that the investment in joint

ventures is impaired. If this is the case, the Group calculates

the amount of impairment as the difference between the

recoverable amount of the joint ventures and the carrying

value and recognises the amount adjacent to “share of

profit or loss of joint venture” in the Group statement of

comprehensive income. Intercompany transactions and

balances are eliminated on consolidation.

d) Foreign currencies

The consolidated financial information is presented in

Sterling, which is the Company’s functional and the Group’s

presentation currency. Transactions in foreign currencies

are recorded at the rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign

currencies are translated at the rates ruling at the balance

sheet date. Resulting exchange gains and losses are

recognised in the Group statement of comprehensive

income. Upon consolidation, the assets and liabilities of

the Group’s foreign operations are translated at the rate

of exchange ruling at the balance sheet date. Income and

expense items of foreign operations are translated at the

actual rate or average rate if not materially different.

Differences on translation are recognised in other

comprehensive income and held within the

translation reserve.

Foreign exchange gains and losses on intra-group balances

are recognised in profit and loss, except where the intra-

group balance forms part of the net investment in a foreign

operation. An intra-group balance is only considered a net

investment in foreign operations, where the settlement

of the monetary item is neither planned nor likely to occur in

the foreseeable future. Where intra-group balances are

considered a net investment in foreign operations, the

foreign exchange gains and losses are recognised in other

comprehensive income.

e) Revenue recognition

Revenue is measured at the fair value of the consideration

received, or receivable, and represents amounts receivable

for goods supplied, stated net of discounts, returns and

value added taxes.

Own store revenue – stores segment

Own store revenue from the provision of sale of goods is

recognised at the point of sale of a product to the customer.

Own store sales are settled in cash or by credit or payment

card. It is the Group’s policy to sell its products to the

customer with a right to exchange or full refund within

28 days subject to discretionary extension. Provisions

are made for own store returns based on the expected

level of returns, which in turn is based upon the historical

rate of returns. At the point of sale, a returns liability

and corresponding adjustment to revenue is recognised

for those products that the Group has a right to recover.

The anticipated returns are recognised as an inventory

asset, with a corresponding adjustment to cost of sales.

Superdry plc Annual Report 2022

154

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

155 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Summary

After considering the forecasts, sensitivities and mitigating

actions available to management and having regard to the

risks, uncertainties and continued challenges in the

macroenvironment environment, and despite the ongoing

discussions around the future funding facility, the Directors

note that an indication of a material uncertainty exists and

until those discussions conclude, there is significant doubt

over the Group’s ability to continue as a going concern and

therefore, it may not be able to realise its assets and

discharge its liabilities in the normal course of business.

The material uncertainty relates to:

• going concern regarding secured funding, as the current

funding facility is in place for less than 12 months

following the date of signing and the base case cash flow

forecast indicates that funding will be required in the

going concern period.

The financial statements have been prepared on a going

concern basis, whilst noting the material uncertainty above.

c) Basis of consolidation

Consolidated subsidiaries are those entities over which the

Group has control. The Group controls an entity when the

Group is exposed to, or has rights to, variable returns from

its involvement with the entity and could affect those returns

through its power over the entity.

The results of any subsidiaries acquired during the period

are included in the Group statement of comprehensive

income from the date on which control is transferred to

the Group. Accounting policies of subsidiaries are changed

when necessary to ensure consistency with the accounting

policies adopted by the Group.

Under IFRS 11 ‘Joint Arrangements’, investments in joint

arrangements are classified as either joint operations or

joint ventures. The classification depends on the contractual

rights and obligations of each investor, rather than the legal

structure of the joint arrangement.

The Group determines, at each reporting date, whether

there is any objective evidence that the investment in joint

ventures is impaired. If this is the case, the Group calculates

the amount of impairment as the difference between the

recoverable amount of the joint ventures and the carrying

value and recognises the amount adjacent to “share of

profit or loss of joint venture” in the Group statement of

comprehensive income. Intercompany transactions and

balances are eliminated on consolidation.

d) Foreign currencies

The consolidated financial information is presented in

Sterling, which is the Company’s functional and the Group’s

presentation currency. Transactions in foreign currencies

are recorded at the rate ruling at the date of the transaction.

Monetary assets and liabilities denominated in foreign

currencies are translated at the rates ruling at the balance

sheet date. Resulting exchange gains and losses are

recognised in the Group statement of comprehensive

income. Upon consolidation, the assets and liabilities of

the Group’s foreign operations are translated at the rate

of exchange ruling at the balance sheet date. Income and

expense items of foreign operations are translated at the

actual rate or average rate if not materially different.

Differences on translation are recognised in other

comprehensive income and held within the

translation reserve.

Foreign exchange gains and losses on intra-group balances

are recognised in profit and loss, except where the intra-

group balance forms part of the net investment in a foreign

operation. An intra-group balance is only considered a net

investment in foreign operations, where the settlement

of the monetary item is neither planned nor likely to occur in

the foreseeable future. Where intra-group balances are

considered a net investment in foreign operations, the

foreign exchange gains and losses are recognised in other

comprehensive income.

e) Revenue recognition

Revenue is measured at the fair value of the consideration

received, or receivable, and represents amounts receivable

for goods supplied, stated net of discounts, returns and

value added taxes.

Own store revenue – stores segment

Own store revenue from the provision of sale of goods is

recognised at the point of sale of a product to the customer.

Own store sales are settled in cash or by credit or payment

card. It is the Group’s policy to sell its products to the

customer with a right to exchange or full refund within

28 days subject to discretionary extension. Provisions

are made for own store returns based on the expected

level of returns, which in turn is based upon the historical

rate of returns. At the point of sale, a returns liability

and corresponding adjustment to revenue is recognised

for those products that the Group has a right to recover.

The anticipated returns are recognised as an inventory

asset, with a corresponding adjustment to cost of sales.

Superdry plc Annual Report 2022

155

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

156 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Concession revenue – stores segment

Concession revenues from the provision of sale of goods

are recognised gross at the point of sale of a product to the

end customer. Concession revenues are settled in cash, by

the concession grantors net of commissions or other fees

payable. It is the concessions’ policy to sell their products

with a right to exchange within 28 days and a cash refund

within 14 days. Provisions are made for concession returns

based on the expected level of returns, which in turn is

based upon the historical rate of returns. At the point of sale,

a returns liability and corresponding adjustment to revenue

is recognised for those products that the Group has a right

to recover. The anticipated returns are recognised as an

inventory asset, with a corresponding adjustment to cost

of sales.

Ecommerce revenue

Revenue from the provision of the sale of goods on

the internet is recognised at the point that control of

the inventory has passed to the customer, which is when

the goods are received by the customer. Transactions are

settled by credit card, payment card or other electronic

payment providers. Customers have a right to exchange or

full refund within a range of 21 to 100 days, depending on the

website the purchase is made from. Provisions are made for

E-commerce credit notes based on the expected level of

returns, which in turn is based upon the historical rate

of returns. At the point of sale, a returns liability and

corresponding adjustment to revenue is recognised for

those products that the Group has a right to recover. The

anticipated returns are recognised as an inventory asset,

with a corresponding adjustment to cost of sales.

Wholesale revenue

Wholesale revenues from the sale of goods are recognised

at the point that control of the inventory has passed to

the customer, which depends on the specific terms and

conditions of sales transactions, and which is typically upon

delivery. Revenues are settled in cash, net of discounts.

Provisions are made for Wholesale credit notes based on

the expected level of returns, which in turn are based upon

the historical rate of returns. At the point of sale, a returns

liability and corresponding adjustment to revenue are

recognised for those products that the Group has a right

to recover. The anticipated returns are recognised as an

inventory asset, with a corresponding adjustment to cost

of sales.

f) Other income

Royalty income

The Group receives royalty income from its franchise

partners based on specific agreements in place. The income

is recognised based on the specific performance obligations

within the agreements. This income is recognised within

other income as it does not relate to consideration for

goods supplied to customers.

g) Finance expenses

Finance expenses comprise interest payable on interest-

bearing loans, lease liabilities, short-term borrowings and

lending facilities. Finance expenses are recognised in the

Group statement of comprehensive income using the

effective interest method.

h) Leasing and similar commitments

IFRS 16 requires entities to apply a single lease accounting

model, with lessees recognising right-of-use assets and

lease liabilities on the balance sheet for all applicable leases

except for certain short-term and low-value leases.

The right-of-use assets comprise the initial measurement

of the corresponding lease liability, lease payments made at

or before the commencement date, less any lease incentives

received and any initial direct costs. They are subsequently

measured at cost less accumulated depreciation and

impairment losses. Right-of-use assets are depreciated

over the shorter period of lease term and useful life of

the right-of-use asset. The depreciation starts at the

commencement date of the lease.

The lease liability is initially measured at the present value of

the lease payments that are not paid at the commencement

date, discounted by using the rate implicit in the lease.

If this rate cannot be readily determined, the Group

uses its incremental borrowing rate. Lease liabilities

are subsequently measured at amortised cost, increased

for interest charges and reduced for lease payments.

The Group assesses whether a contract is or contains a

lease at inception of the contract. The Group recognises

a right-of-use asset and a corresponding lease liability with

respect to all lease arrangements in which it is the lessee,

except for short-term leases (defined as leases with a lease

term of 12 months or less), leases of low-value assets (such

as personal computers, small items of office furniture and

telephones) and variable lease agreements. For these

leases, the Group recognises the lease payments as an

operating expense on a straight-line basis over the term

of the lease unless another systematic basis is more

representative of the time pattern in which economic

benefits from the leased assets are consumed.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

157 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Lease modifications

The Group remeasures the lease liability (and makes a

corresponding adjustment to the related right-of-use

asset) whenever:

• The lease term has changed or there is a significant

event in which case the lease liability is remeasured by

discounting the revised lease payments using a revised

discount rate.

• The lease payments change due to changes in an index,

in which case the lease liability is remeasured by

discounting the revised lease payments using an

unchanged discount rate.

• A lease contract is modified, and the lease modification is

not accounted for as a separate lease, in which case the

lease liability is remeasured based on the lease term of

the modified lease by discounting the revised lease

payments using a revised discount rate at the effective

date of the modification. Differences arising between the

right-of-use asset and the lease liability as part of the

modification calculation are recognised in the statement

of comprehensive income under other gains and losses.

• The Group applies the practical expedient available in

respect of COVID-19 related rent concessions. Rent

concessions occurring as a direct consequence of the

COVID-19 pandemic are not assessed as lease

modifications. Rent concessions are eligible for the practical

expedient where the following criteria are met:

• The change in lease payments results in revised

consideration for the lease that is substantially the same

as, or less than, the consideration for the lease

immediately preceding the change.

• any reduction in lease payments that affects only

payments originally due on or before 30 June 2022; and

• there is no substantive change to the other terms and

conditions of the lease.

Rent concessions eligible for the practical expedient are

recognised in profit and loss.

Lease premiums

Lease premiums are only recognised on leases that do not

fall under the scope of IFRS 16. Lease premiums paid to

landlords are initially recognised as an intangible asset in

the balance sheet at the point the recognition criteria in

the lease are met, and debited to selling, general and

administrative expenses in the Group statement of

comprehensive income on a straight-line basis over the

term of the lease commencing from the opening date.

I) Property, plant and equipment

Property, plant and equipment is stated at historical

cost less accumulated depreciation and impairment.

Cost includes the original purchase price and the costs

attributable to bringing the asset into its working condition.

Gains and losses on disposals are determined by comparing

the proceeds received with the carrying amount and are

recognised in the Group statement of comprehensive income.

Depreciation is provided at rates calculated to write down

the cost of the assets, less their estimated residual values,

over their remaining useful economic lives as follows:

Freehold buildings – 50 years on a straight-line basis

Leasehold

improvements

– 5 – 10 years on a straight-line basis

Furniture, fixtures

and fittings

– 5 – 10 years on a straight-line basis

Computer equipment – 3 – 5 years on a straight-line basis

Land is not depreciated. Residual values and useful

economic lives are reviewed annually and adjusted

if appropriate.

Property, plant and equipment is reclassified as held for sale

assets if their carrying amount will be recovered through a

highly probable sale transaction rather than through

continuing use.

j) Impairment of non-financial assets

The carrying values of non-financial assets are tested

annually to determine whether there is any indication of

impairment. If any such indication exists, the recoverable

amount of the asset is estimated. Where the asset does

not generate cash flows which are independent from other

assets, the recoverable amount of the cash generating unit

(CGU) to which the asset belongs is estimated.

The recoverable amount of a non-financial asset is the

higher of its fair value less costs to sell, and its value in use.

Value in use is the present value of the future cash flows

expected to be derived from an asset or CGU. An impairment

loss is recognised in the Group statement of comprehensive

income whenever the carrying amount of an asset or CGU

exceeds its recoverable amount. Impairment reversals

are recognised in the Group statement of comprehensive

income if there has been a change to the estimates used to

determine the asset’s recoverable amount since the last

impairment loss was recognised. Where an impairment loss

on other non-financial assets subsequently reverses, the

carrying amount of the asset (or CGU) is increased to the

revised estimate of the recoverable amount, but so that the

increased carrying amount does not exceed the carrying

amount that would have been determined if no impairment

loss had been recognised for the asset (or CGU) in prior

years. An impairment loss in a subsidiary consolidated under

predecessor accounting (note 1ad) is recognised as

a movement in the merger reserve and retained earnings

in addition to recognising a loss on the Group statement

of comprehensive income. Further information on how

impairments have been calculated can be found in note 2.

Superdry plc Annual Report 2022

156

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

157 Superdry plc Annual Report 2022

1. Principal accounting policies continued

Lease modifications

The Group remeasures the lease liability (and makes a

corresponding adjustment to the related right-of-use

asset) whenever:

• The lease term has changed or there is a significant

event in which case the lease liability is remeasured by

discounting the revised lease payments using a revised

discount rate.

• The lease payments change due to changes in an index,

in which case the lease liability is remeasured by

discounting the revised lease payments using an

unchanged discount rate.

• A lease contract is modified, and the lease modification is

not accounted for as a separate lease, in which case the

lease liability is remeasured based on the lease term of

the modified lease by discounting the revised lease

payments using a revised discount rate at the effective

date of the modification. Differences arising between the

right-of-use asset and the lease liability as part of the

modification calculation are recognised in the statement

of comprehensive income under other gains and losses.

• The Group applies the practical expedient available in

respect of COVID-19 related rent concessions. Rent

concessions occurring as a direct consequence of the

COVID-19 pandemic are not assessed as lease

modifications. Rent concessions are eligible for the practical

expedient where the following criteria are met:

• The change in lease payments results in revised

consideration for the lease that is substantially the same

as, or less than, the consideration for the lease

immediately preceding the change.

• any reduction in lease payments that affects only

payments originally due on or before 30 June 2022; and

• there is no substantive change to the other terms and

conditions of the lease.

Rent concessions eligible for the practical expedient are

recognised in profit and loss.

Lease premiums

Lease premiums are only recognised on leases that do not

fall under the scope of IFRS 16. Lease premiums paid to

landlords are initially recognised as an intangible asset in

the balance sheet at the point the recognition criteria in

the lease are met, and debited to selling, general and

administrative expenses in the Group statement of

comprehensive income on a straight-line basis over the

term of the lease commencing from the opening date.

I) Property, plant and equipment

Property, plant and equipment is stated at historical

cost less accumulated depreciation and impairment.

Cost includes the original purchase price and the costs

attributable to bringing the asset into its working condition.

Gains and losses on disposals are determined by comparing

the proceeds received with the carrying amount and are

recognised in the Group statement of comprehensive income.

Depreciation is provided at rates calculated to write down

the cost of the assets, less their estimated residual values,

over their remaining useful economic lives as follows:

Freehold buildings – 50 years on a straight-line basis

Leasehold

improvements

– 5 – 10 years on a straight-line basis

Furniture, fixtures

and fittings

– 5 – 10 years on a straight-line basis

Computer equipment – 3 – 5 years on a straight-line basis

Land is not depreciated. Residual values and useful

economic lives are reviewed annually and adjusted

if appropriate.

Property, plant and equipment is reclassified as held for sale

assets if their carrying amount will be recovered through a

highly probable sale transaction rather than through

continuing use.

j) Impairment of non-financial assets

The carrying values of non-financial assets are tested

annually to determine whether there is any indication of

impairment. If any such indication exists, the recoverable

amount of the asset is estimated. Where the asset does

not generate cash flows which are independent from other

assets, the recoverable amount of the cash generating unit

(CGU) to which the asset belongs is estimated.

The recoverable amount of a non-financial asset is the

higher of its fair value less costs to sell, and its value in use.

Value in use is the present value of the future cash flows

expected to be derived from an asset or CGU. An impairment

loss is recognised in the Group statement of comprehensive

income whenever the carrying amount of an asset or CGU

exceeds its recoverable amount. Impairment reversals

are recognised in the Group statement of comprehensive

income if there has been a change to the estimates used to

determine the asset’s recoverable amount since the last

impairment loss was recognised. Where an impairment loss

on other non-financial assets subsequently reverses, the

carrying amount of the asset (or CGU) is increased to the

revised estimate of the recoverable amount, but so that the

increased carrying amount does not exceed the carrying

amount that would have been determined if no impairment

loss had been recognised for the asset (or CGU) in prior

years. An impairment loss in a subsidiary consolidated under

predecessor accounting (note 1ad) is recognised as

a movement in the merger reserve and retained earnings

in addition to recognising a loss on the Group statement

of comprehensive income. Further information on how

impairments have been calculated can be found in note 2.

Superdry plc Annual Report 2022

157

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

158 Superdry plc Annual Report 2022

1. Principal accounting policies continued

k) Intangible assets

Intangible assets acquired separately from a business are

recognised initially at cost. An intangible asset acquired

as part of a business combination is recognised outside

goodwill if the asset is separable or arises from contractual

or other legal rights and its fair value can be measured

reliably. Following initial recognition, intangible assets

are carried at cost less accumulated amortisation and

impairment losses. Intangible assets with a finite life have

no residual value and are amortised on a straight-line basis

over their expected useful lives as follows:

Trademarks – 10 years

Website and software – 5 years

Lease premiums – Over the life of the lease

on a straight-line basis

Distribution agreements – 6 – 23 years

Trademarks comprise the external cost of registration and

associated legal costs. Website and software costs consist

of externally incurred development costs, as well as internal

payroll-related costs directly associated with the project.

Lease premiums comprise the amount paid to the previous

tenant to acquire the lease.

Distribution agreements comprise the fair value, at the date

of acquisition, of distribution agreements acquired as part of

a business combination.

Goodwill is measured as the excess of the sum of the

consideration transferred, the amount of any non-controlling

interests in the acquiree, and the fair value of the acquirer’s

previously held equity interest in the acquiree (if any) over

the net of the acquisition-date amounts of the identifiable

assets acquired and the liabilities assumed. If, after

reassessment, the net of the acquisition-date amounts

of the identifiable assets acquired and liabilities assumed

exceeds the sum of the consideration transferred, the

amount of any non-controlling interests in the acquiree and

the fair value of the acquirer’s previously held interest in

the acquiree (if any), the excess is recognised immediately

in profit or loss as a bargain purchase gain. Goodwill on

acquisitions of subsidiaries is included in intangible assets.

Goodwill is not amortised but is tested annually for

impairment and carried at cost less accumulated impairment

losses. Impairment losses on goodwill are not reversed.

Licence agreements to use cloud software are treated as

service contracts and expensed in the Group income

statement, unless the Group has both a contractual right to

take possession of the software at any time without

significant penalty, and the ability to run the software

independently of the host vendor. In such cases the licence

agreement is capitalised as software within intangible

assets. Costs to configure or customise a cloud software

licence are expensed alongside the related service contract

in the Group income statement, unless they create a

separately identifiable resource controlled by the Group, in

which case they are capitalised.

l) Investments

Investments in subsidiaries are recorded at historical cost,

less any provision for impairment.

Dividends received from a subsidiary are deducted direct

from the cost of the investment where the dividend received

represents a return of capital. Otherwise, dividends received

are recognised in profit and loss by the investor when the

right to receive the dividend is established.

The Group applies IFRS 11 to all joint arrangements. Under

IFRS 11, investments in joint arrangements are classified as

either joint operations or joint ventures depending on the

contractual rights and obligations of each investor. The

Group has assessed the nature of its joint arrangements

and determined them to be joint ventures. Interests in joint

ventures are accounted for using the equity method of

accounting after initially being recognised at cost in the

consolidated balance sheet.

When the Group’s share of losses exceeds the Group’s

interest in the joint venture, the Group discontinues

recognising its share of further losses. Additional losses

are recognised only to the extent that the Group has

incurred legal or constructive obligations on behalf of

the joint venture.

m) Financial instruments

Derivative financial instruments and hedging activities

Derivative financial instruments are recognised initially at

their fair value and remeasured at fair value at each period

end. Derivative financial instruments are categorised as held

at fair value through the profit and loss account. The gain

or loss on remeasurement to fair value is recognised

immediately in the Group statement of comprehensive

income. The Group has not applied hedge accounting.

Foreign forward exchange derivative gains and losses

are recognised in other gains and losses (net).

Financial assets

The Group derecognises a financial asset only when the

contractual rights to the cash flows from the asset expire,

or when it transfers the financial asset and substantially all

the risks and rewards of ownership of the asset to another

entity. On derecognition of a financial asset measured at

amortised cost, the difference between the asset’s carrying

amount and the sum of the consideration received and

receivable is recognised in profit or loss. In addition, on

derecognition of an investment in a debt instrument

classified as at FVTOCI, the cumulative gain or loss

previously accumulated in the investment’s revaluation

reserve is reclassified to profit or loss.

n) Inventories

Inventories are valued at the lower of cost or net realisable

value. Cost comprises costs associated with the purchase

and bringing of inventories to the distribution centres and

is based on the weighted average principle. Provisions are

made for obsolescence, mark-downs, and shrinkage.

The cost formula used for measuring inventory is moving

average cost.

Sample stock is expensed through the Group statement of

comprehensive income when incurred.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

159 Superdry plc Annual Report 2022

1. Principal accounting policies continued

o) Trade receivables

Trade receivables are initially recognised at transaction price

and subsequently measured at amortised cost, less a loss

allowance. The loss allowance is measured at an amount

equal to lifetime expected credit losses through the

simplified model using a provision matrix.

p) Assets classified as held for sale

Non-current assets are classified as held for sale when their

carrying amount will be recovered through a sale transaction

rather than through continuing use. This condition is met

only when the sale is highly probable, the asset is available

for immediate sale, and when it is expected to complete

within one year. These assets are stated at the lower of

carrying amount and fair value less costs to sell.

q) Cash and bank balances

Cash and bank balances comprise cash at bank and in hand

and short-term deposits with an original maturity date of

three months or less. Bank overdrafts are offset against cash

when a legal right of offset exists and where the Group can

demonstrate the intention to net settle. For the purpose of

the cash flow statement, cash and cash equivalents consist

of cash and short-term deposits, less overdrafts, which are

repayable on demand.

r) Provisions

A provision is recognised in the balance sheet when the

Group has a present legal or constructive obligation as

a result of a past event, it is more likely than not that an

outflow of economic benefits will be required to settle the

obligation, and the obligation can be estimated reliably.

Provisions are discounted using the risk-free rate if the

impact on the provision is deemed to be material.

Provisions for onerous property related contracts are

recognised when the Group believes that the unavoidable

costs of meeting or exiting the lease obligations exceed the

economic benefits expected to be received under the lease.

s) Employee benefit obligations

Wages, salaries, payroll tax, paid annual leave, sick leave,

bonuses, and non-monetary benefits are accrued in the year

in which the associated services are rendered by employees

of the Group.

The Group operates a defined contribution pension

scheme for the benefit of its employees. The Group pays

contributions into an independently administered fund via

a salary sacrifice arrangement. The costs to the Group

of providing these benefits are recognised in the Group

statement of comprehensive income and comprise the

number of contributions payable to the scheme in the year.

t) Share-based payments – Group operated schemes

The Group operates several equity settled share-based

compensation plans. The fair value of the shares under such

plans is recognised as an expense in the Group statement

of comprehensive income. Where relevant, fair value is

determined using the Black–Scholes option pricing model.

The amount to be expensed over the vesting period is

determined by reference to the fair value of share incentives

excluding the impact of any non-market vesting conditions.

Non-market vesting conditions are considered as part of the

assumptions about the number of share incentives that are

expected to vest. At each balance sheet date, the Group

revises its estimate of the number of share incentives that

are expected to vest. The impact of the revision on original

estimates, if any, is recognised in the Group statement of

comprehensive income, with a corresponding adjustment

to equity over the remaining vesting period. The Group also

operates cash-settled awards. The fair value of the liability

for these is revised at each balance sheet date and the

cost is recognised in the income statement over the

vesting period.

u) Share-based payments – Founder Share Plan

The founders of Superdry, Julian Dunkerton and James

Holder, operate a share-based compensation plan those

awards both cash and shares; for the purposes of IFRS 2 it is

considered to be an equity-settled share-based

compensation plan. The Founder Share Plan (FSP) (see

note 9 for further details) falls within the scope of IFRS 2

despite the Group neither purchasing nor issuing the shares,

nor the cost of the cash being a Company expense. Fair

value is determined using the Monte Carlo pricing model.

The amount to be expensed over the vesting period is

determined by reference to the fair value of share incentives,

adjusted at the grant of each share incentive for dilution

assumptions. These dilution assumptions are not revised

after the grant of the share incentive. Non-market vesting

conditions are considered as part of the assumptions about

the number of share incentives that are expected to vest.

The impact of the revision on original estimates, if any,

is recognised in the Group statement of comprehensive

income, with a corresponding adjustment to equity over the

remaining vesting period. The measurement period for the

market-based vesting criteria expired over the course of the

current year; an amount for the scheme is expensed in the

current year to reflect the original exercise period.

v) Trade and other payables

Trade and other payables, excluding lease incentives, are

non-interest bearing and are initially recognised at their

fair value and subsequently measured at amortised cost.

Generally, this results in their recognition at their

nominal value.

Contract liabilities

Contract liabilities are recognised by the Group where

payment has been received and there is a future obligation

to transfer goods or services, but the threshold for revenue

recognition has not yet been met. These primarily relate

to the provision of gift cards and the timing of the sale

of goods.

Superdry plc Annual Report 2022

158

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

159 Superdry plc Annual Report 2022

1. Principal accounting policies continued

o) Trade receivables

Trade receivables are initially recognised at transaction price

and subsequently measured at amortised cost, less a loss

allowance. The loss allowance is measured at an amount

equal to lifetime expected credit losses through the

simplified model using a provision matrix.

p) Assets classified as held for sale

Non-current assets are classified as held for sale when their

carrying amount will be recovered through a sale transaction

rather than through continuing use. This condition is met

only when the sale is highly probable, the asset is available

for immediate sale, and when it is expected to complete

within one year. These assets are stated at the lower of

carrying amount and fair value less costs to sell.

q) Cash and bank balances

Cash and bank balances comprise cash at bank and in hand

and short-term deposits with an original maturity date of

three months or less. Bank overdrafts are offset against cash

when a legal right of offset exists and where the Group can

demonstrate the intention to net settle. For the purpose of

the cash flow statement, cash and cash equivalents consist

of cash and short-term deposits, less overdrafts, which are

repayable on demand.

r) Provisions

A provision is recognised in the balance sheet when the

Group has a present legal or constructive obligation as

a result of a past event, it is more likely than not that an

outflow of economic benefits will be required to settle the

obligation, and the obligation can be estimated reliably.

Provisions are discounted using the risk-free rate if the

impact on the provision is deemed to be material.

Provisions for onerous property related contracts are

recognised when the Group believes that the unavoidable

costs of meeting or exiting the lease obligations exceed the

economic benefits expected to be received under the lease.

s) Employee benefit obligations

Wages, salaries, payroll tax, paid annual leave, sick leave,

bonuses, and non-monetary benefits are accrued in the year

in which the associated services are rendered by employees

of the Group.

The Group operates a defined contribution pension

scheme for the benefit of its employees. The Group pays

contributions into an independently administered fund via

a salary sacrifice arrangement. The costs to the Group

of providing these benefits are recognised in the Group

statement of comprehensive income and comprise the

number of contributions payable to the scheme in the year.

t) Share-based payments – Group operated schemes

The Group operates several equity settled share-based

compensation plans. The fair value of the shares under such

plans is recognised as an expense in the Group statement

of comprehensive income. Where relevant, fair value is

determined using the Black–Scholes option pricing model.

The amount to be expensed over the vesting period is

determined by reference to the fair value of share incentives

excluding the impact of any non-market vesting conditions.

Non-market vesting conditions are considered as part of the

assumptions about the number of share incentives that are

expected to vest. At each balance sheet date, the Group

revises its estimate of the number of share incentives that

are expected to vest. The impact of the revision on original

estimates, if any, is recognised in the Group statement of

comprehensive income, with a corresponding adjustment

to equity over the remaining vesting period. The Group also

operates cash-settled awards. The fair value of the liability

for these is revised at each balance sheet date and the

cost is recognised in the income statement over the

vesting period.

u) Share-based payments – Founder Share Plan

The founders of Superdry, Julian Dunkerton and James

Holder, operate a share-based compensation plan those

awards both cash and shares; for the purposes of IFRS 2 it is

considered to be an equity-settled share-based

compensation plan. The Founder Share Plan (FSP) (see

note 9 for further details) falls within the scope of IFRS 2

despite the Group neither purchasing nor issuing the shares,

nor the cost of the cash being a Company expense. Fair

value is determined using the Monte Carlo pricing model.

The amount to be expensed over the vesting period is

determined by reference to the fair value of share incentives,

adjusted at the grant of each share incentive for dilution

assumptions. These dilution assumptions are not revised

after the grant of the share incentive. Non-market vesting

conditions are considered as part of the assumptions about

the number of share incentives that are expected to vest.

The impact of the revision on original estimates, if any,

is recognised in the Group statement of comprehensive

income, with a corresponding adjustment to equity over the

remaining vesting period. The measurement period for the

market-based vesting criteria expired over the course of the

current year; an amount for the scheme is expensed in the

current year to reflect the original exercise period.

v) Trade and other payables

Trade and other payables, excluding lease incentives, are

non-interest bearing and are initially recognised at their

fair value and subsequently measured at amortised cost.

Generally, this results in their recognition at their

nominal value.

Contract liabilities

Contract liabilities are recognised by the Group where

payment has been received and there is a future obligation

to transfer goods or services, but the threshold for revenue

recognition has not yet been met. These primarily relate

to the provision of gift cards and the timing of the sale

of goods.

Superdry plc Annual Report 2022

159

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

160 Superdry plc Annual Report 2022

1. Principal accounting policies continued

w) Taxation

The policy for current and deferred tax, when relevant, is

as follows:

• tax on the profit or loss for the period will comprise

current and deferred tax;

• current tax expense is calculated using the tax rates

which have been enacted or substantively enacted at the

balance sheet date, and any adjustment to tax payable in

respect of previous years;

• deferred tax is provided using the balance sheet liability

method, providing for temporary differences between

the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for

taxation purposes;

• the amount of deferred tax provided is based on

the expected realisation or settlement of the carrying

amount of assets and liabilities, using tax rates enacted

or substantively enacted by the balance sheet date;

• a deferred tax asset is recognised only to the extent that

it is probable that future taxable profits will be available

against which the asset can be utilised. Deferred tax

assets are reduced to the extent that it is no longer

probable that the related tax benefit will be realised

(see note 22); and

• deferred tax assets and liabilities are offset when there

is a legally enforceable right to offset current tax assets

against current tax liabilities and when the deferred tax

assets and liabilities relate to taxes levied by the same

taxation authority on either the same taxable entity or

different taxable entities where there is an intention to

settle the balances on a net basis.

Uncertain tax positions

A provision is recognised for those matters for which the tax

determination is uncertain, but it is considered probable that

there will be a future outflow of funds to a tax authority. The

provisions are measured at the best estimate of the amount

expected to become payable. The assessment is based on

the judgement of tax professionals within the Company

supported by previous experience in respect of such

activities and in certain cases based on specialist

independent tax advice.

x) Dividends

Dividends are recognised as a liability and deducted from

equity at the balance sheet date only if they have been

approved before or on the balance sheet date and not paid.

Interim dividends are recognised in the period they are paid.

y) Share capital

Ordinary shares are classified as equity. The share capital

represents the nominal value of shares that have been issued.

z) Share premium

The share premium account represents the excess of the

issue price over the nominal value on ordinary shares issued,

less incremental costs directly attributable to issue the

new shares.

aa) Retained earnings

The retained earnings reflect the accumulated profits and

losses of the Group.

ab) Merger reserve and other reserves

The consolidation of the subsidiaries acquired in advance

of the Initial Public Offering in March 2010 (C-Retail Limited,

DKH Retail Limited, SuperGroup Concessions Limited,

SuperGroup International Limited, SuperGroup Internet

Limited and SuperGroup Retail Ireland Limited) into the

financial statements of Superdry plc has been prepared

under the principles of predecessor accounting, whereby an

acquirer is not required to be identified, and all entities are

included at their pre-combination carrying amounts. This

accounting treatment leads to differences on consolidation

between consideration and fair value of the associated net

assets and this difference is included within equity as a

merger reserve. The translation reserve relates to gains

and losses arising on retranslating the net assets of

overseas subsidiaries into sterling.

ac) ESOP reserve

Some Superdry Plc shares recognised as equity have been

repurchased in order to settle future obligations under

share-based payment arrangements. The amount of the

consideration paid for the treasury shares, which includes

directly attributable costs, is recognised as a deduction from

equity. Repurchased shares are classified as treasury shares

and are presented in the ESOP reserve. When treasury

shares are sold or reissued subsequently, the amount

received is recognised as an increase in equity and the

resulting surplus or deficit on the transaction is presented

within share premium. The Company applies the look

through method, treating the employee benefit trust as an

extension of Superdry Plc. Accordingly the treasury shares

are recognised within equity in both the Group and Company

financial statements.

ad) Segment reporting

Operating segments are reported in a manner consistent

with the internal reporting provided to the Chief Operating

Decision-Maker (CODM). The CODM, which is responsible

for allocating resources and assessing performance of

the operating segments, has been identified as the

Executive Committee.

At each reporting date the Group reviews the composition

of its segments to reflect the impact of changes in reporting

provided to the CODM or restructures in the business.

Where changes in the operating segments are identified, the

comparative information is restated where possible.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

161 Superdry plc Annual Report 2022

1. Principal accounting policies continued

ae) Cost of sales

Cost of sales comprises movements between opening and

closing inventories, purchases, carriage in, commissions

payable, and other related expenses. As explained in note 1e,

customers have a right of return. When customers exercise

this right, the Group has a right to recover the product and

as such recognises a right to returned goods asset and a

corresponding adjustment to cost of sales. This is based

on the historical rate of return.

af) Government grants

Government grants are not recognised until there is

reasonable assurance that the Group will comply with the

conditions attaching to them and that the grants will be

received. Government grants are recognised in the Group

statement of comprehensive income on a systematic basis

over the periods in which the Group recognises an expense

for the related costs for which the grants are intended to

compensate. The income is directly offset against the

expense for the related costs for which the grants are

intended to compensate.

ag) Adjusting items

Adjusting items are disclosed separately in the Group

statement of comprehensive income and are applied to the

reported profit or loss before tax to arrive at the adjusted

result. This presentation is consistent with the way that

financial performance is measured by management and

reported internally. In determining whether events or

transactions are treated as adjusting items, management

considers quantitative as well as qualitative factors. Adjusting

items are identified by virtue of their size, nature or incidence.

Examples of charges or credits meeting the above definition,

and which have been presented as adjusting items in the

current and/or prior years, include:

• acquisitions/disposals of significant businesses

and investments;

• impact on deferred tax assets/liabilities for changes in

tax rates;

• business restructuring programmes;

• derecognition of deferred tax assets;

• asset impairment and onerous property related

contracts charges;

• the movement in the fair value of unrealised financial

derivatives; and

• IFRS 2 charges in respect of FSP.

Further information about the determination of adjusting

items in financial year 2022 is included in notes 6 and 36.

ah) Impairment of financial assets

The Group recognises a loss allowance for expected credit

losses (ECL) on investments in debt instruments that are

measured at amortised cost or at fair value through other

comprehensive income (FVTOCI), trade receivables

and lease receivables, as well as on financial guaranteed

contracts. The amount of ECL is updated at each reporting

date to reflect changes in credit risk since initial recognition

of the respective financial instrument.

The Group always recognises lifetime ECL for trade

receivables and lease receivables. The ECL on these

financial assets are estimated using a provision matrix based

on the Group’s historical credit loss experience, adjusted for

factors that are specific to the debtors, general economic

conditions, and an assessment of both the current as well

as the forecast direction of conditions at the reporting date.

For all other financial instruments, the Group recognises

lifetime ECL when there has been a significant increase in

credit risk since initial recognition. A significant increase in

credit risk is defined in note 34. However, if the credit risk on

the financial instrument has not increased significantly since

initial recognition, the Group measures the loss allowance

for that financial instrument at an amount equal to 12-month

ECL. Lifetime ECL represents the expected losses that will

result from all possible default events over the expected

life of a financial instrument. In contrast, 12-month ECL

represents the portion of lifetime ECL that is expected to

result from default events on a financial instrument that

are possible within 12 months after the reporting date.

ai) Climate change impact

Climate change is a global challenge and emerging risk to

businesses, people and the environment across the world.

Although commitments we have made to date form part of

the cashflow projections within our going concern and

impairment assessments, the impact of climate change is

not judged to have been a key driver in determining the

outcomes of these exercises and is therefore not currently

classified as a key source of estimation uncertainty. The

Group will continue to review this classification as the

assessment of the impacts, risk and opportunities presented

by climate change and the Group’s commitments to address

the challenges presented evolve over the coming years.

Superdry plc Annual Report 2022

160

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

161 Superdry plc Annual Report 2022

1. Principal accounting policies continued

ae) Cost of sales

Cost of sales comprises movements between opening and

closing inventories, purchases, carriage in, commissions

payable, and other related expenses. As explained in note 1e,

customers have a right of return. When customers exercise

this right, the Group has a right to recover the product and

as such recognises a right to returned goods asset and a

corresponding adjustment to cost of sales. This is based

on the historical rate of return.

af) Government grants

Government grants are not recognised until there is

reasonable assurance that the Group will comply with the

conditions attaching to them and that the grants will be

received. Government grants are recognised in the Group

statement of comprehensive income on a systematic basis

over the periods in which the Group recognises an expense

for the related costs for which the grants are intended to

compensate. The income is directly offset against the

expense for the related costs for which the grants are

intended to compensate.

ag) Adjusting items

Adjusting items are disclosed separately in the Group

statement of comprehensive income and are applied to the

reported profit or loss before tax to arrive at the adjusted

result. This presentation is consistent with the way that

financial performance is measured by management and

reported internally. In determining whether events or

transactions are treated as adjusting items, management

considers quantitative as well as qualitative factors. Adjusting

items are identified by virtue of their size, nature or incidence.

Examples of charges or credits meeting the above definition,

and which have been presented as adjusting items in the

current and/or prior years, include:

• acquisitions/disposals of significant businesses

and investments;

• impact on deferred tax assets/liabilities for changes in

tax rates;

• business restructuring programmes;

• derecognition of deferred tax assets;

• asset impairment and onerous property related

contracts charges;

• the movement in the fair value of unrealised financial

derivatives; and

• IFRS 2 charges in respect of FSP.

Further information about the determination of adjusting

items in financial year 2022 is included in notes 6 and 36.

ah) Impairment of financial assets

The Group recognises a loss allowance for expected credit

losses (ECL) on investments in debt instruments that are

measured at amortised cost or at fair value through other

comprehensive income (FVTOCI), trade receivables

and lease receivables, as well as on financial guaranteed

contracts. The amount of ECL is updated at each reporting

date to reflect changes in credit risk since initial recognition

of the respective financial instrument.

The Group always recognises lifetime ECL for trade

receivables and lease receivables. The ECL on these

financial assets are estimated using a provision matrix based

on the Group’s historical credit loss experience, adjusted for

factors that are specific to the debtors, general economic

conditions, and an assessment of both the current as well

as the forecast direction of conditions at the reporting date.

For all other financial instruments, the Group recognises

lifetime ECL when there has been a significant increase in

credit risk since initial recognition. A significant increase in

credit risk is defined in note 34. However, if the credit risk on

the financial instrument has not increased significantly since

initial recognition, the Group measures the loss allowance

for that financial instrument at an amount equal to 12-month

ECL. Lifetime ECL represents the expected losses that will

result from all possible default events over the expected

life of a financial instrument. In contrast, 12-month ECL

represents the portion of lifetime ECL that is expected to

result from default events on a financial instrument that

are possible within 12 months after the reporting date.

ai) Climate change impact

Climate change is a global challenge and emerging risk to

businesses, people and the environment across the world.

Although commitments we have made to date form part of

the cashflow projections within our going concern and

impairment assessments, the impact of climate change is

not judged to have been a key driver in determining the

outcomes of these exercises and is therefore not currently

classified as a key source of estimation uncertainty. The

Group will continue to review this classification as the

assessment of the impacts, risk and opportunities presented

by climate change and the Group’s commitments to address

the challenges presented evolve over the coming years.

Superdry plc Annual Report 2022

161

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

162 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies

The preparation of the financial statements requires

judgements, estimates and assumptions to be made that

affect the reported value of assets, liabilities, revenues, and

expenses. The nature of estimation and judgement means

that actual outcomes could differ from expectation.

Key sources of estimation uncertainty

Management consider that accounting estimates and

assumptions made in relation to the following items have a

significant risk of resulting in a material adjustment to the

carrying amounts of assets and liabilities within the next

financial period.

Store impairment estimates

Store assets (as with other financial and non-financial assets)

are subject to impairment based on whether current or future

events and circumstances suggest that their recoverable

amount may be less than their carrying value. Recoverable

amount is based on the higher of the value in use and fair value

less costs to dispose, although as all the Group’s owned

stores are leasehold, only value in use has been considered in

the impairment assessment. Value in use is calculated from

expected future cash flows using suitable discount rates and

including management assumptions and estimates of future

performance. Store asset carrying values are inclusive of any

right-of-use assets following the transition to IFRS 16. An

impairment charge of £24.2m (2021: £22.8m) and an

impairment reversal of £7.4m (2021: £12.1m) were recognised

in the period (net impairment of £16.8m, 2021: £10.7m).

For impairment testing purposes, the Group has determined

that each store is a CGU. Each CGU is tested for impairment

if any indicators of impairment have been identified. All 220

owned stores have been tested for impairment in the

current year.

The key estimates for the value in use calculations are those

regarding expected changes in future cash flows and the

allocation of central costs. The key assumptions used in

determining store cash flows are the growth in both sales

and gross margin set out in the medium-term plan, as well as

operational savings and cost efficiencies identified across

the Group and incorporated into forecast cash flows.

The value in use of each CGU is calculated based on the

Group’s latest budget and forecast cash flows, covering a

five-year period (the medium-term financial plan), which

has regard for historic performance, knowledge of the

current market and the impact of current macroeconomic

conditions, together with the Group’s views on the

achievable growth, all of which have been reviewed and

approved by the Board. The medium-term financial plan is

prepared on a ‘top down’ basis and has been attributed to

individual stores based on their historic performance relative

to the rest of the store estate.

Cash flows beyond this five-year period as set out in the

medium-term financial plan are extrapolated using long-term

growth rates that are indicative of country-specific rates.

The cash flows are discounted using the appropriate

discount rate. The cash flows are modelled for each store

through to their lease expiry date. Lease extensions have

only been assumed in the modelling where they have been

agreed with landlords.

Central costs are attributed to store CGUs where they

can be allocated on a reasonable and consistent basis,

and assumptions are required to determine the basis for

allocation. In addition to directly attributable store costs,

other relevant operating costs have been attributed to store

CGUs on a reasonable and consistent basis where possible,

which include certain distribution, IT, HR and marketing

expenses, totalling 10-15% of the overall annual cost base.

Management estimates discount rates using pre-tax rates

that reflect the current market assessment of the time value

of money and the risks specific to the CGUs. The pre-tax

discount rates range from 11.35% to 17.7% (2021: 12.6% to

15.1%) and are derived from the Group’s post-tax WACC

range of 11.1% to 13.8% (2021: 10.0% to 11.6%). A 500bps

change in the discount rates would result in a £3.9m

increase or £4.1m decrease in the net impairment.

Further significant costs (or credits) may be recorded in future

years. The level of uncertainty in the Group forecasts has been

exacerbated by external factors such as input price inflation

and the squeeze on consumer budgets, largely driven by rising

inflation. The forecasts are also dependent on the longer-term

impact of Covid-19 on consumer behaviour, as well as the

success of the brand reset.

During the year, the Group has recognised a net impairment

charge of £2.4m (2021: £3.3m) relating to property, plant and

equipment and a net impairment charge of £14.4m (2021:

£7.4m) relating to right-of-use assets. These impairment

charges have been recognised as part of adjusting items

within selling, general and administrative expenses. The

carrying value of property, plant and equipment (note 18),

right-of-use assets (note 30) and intangible assets (note 19)

after the impairment assessment is £144.9m.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

163 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies continued

The Group has carried out a sensitivity analysis on the

impairment tests for its owned store portfolio on an

aggregated basis for property, plant and equipment, right-

of-use assets and intangibles, using various reasonably

possible scenarios based on recent market movements

including discount rates and a change to the sales and

margin assumptions in the medium-term financial plan:

• An increase of 200bps in the gross margin rate in all years

for each territory would decrease net impairment by £4.9m

• A decrease of 200bps in the gross margin rate in all years

for each territory would increase net impairment by £5.2m

• An increase of 10% in the year 1 sales growth for each

territory would decrease net impairment by £3.7m

• A decrease of 10% in the year 1 sales growth for each

territory would increase net impairment by £4.0m

• A 20% change in the central costs being allocated to the

store CGUs would increase net impairment by £1.9m

Onerous property related contracts provisions

Management has also assessed whether impaired and

unprofitable stores require an onerous provision for the

property related contracts. An onerous property related

contracts provision is recognised when the Group believes

that the unavoidable costs of meeting or exiting the property

related obligations exceed the benefits expected to be

received under the lease. The property related contracts

relate primarily to service charges. Onerous property related

contracts provisions are no longer recognised on fixed rental

expenses, following the transition to IFRS 16.

The calculation of the net present value of future cash flows

is based on the same assumptions for growth rates and

expected changes to future cash flows as set out above

for store impairments, discounted at the appropriate risk

adjusted rate. The costs of exiting property related contracts

as set out in the lease agreement, either at the end of the

lease or the lease break date (whichever is shorter), have

been considered in the calculation.

Based on the factors set out above, the Group has

reassessed the onerous property related contract provision

as being £8.4m (2021: £12.1m). This value is after a net

£1.0m provision release on exited stores, credited to the

Group statement of comprehensive income (2021: £0.5m

provision release on exited stores). The provision is also

stated after utilisation of the brought forward provision of

£4.3m (2021: 4.2m). The charge recognised in respect of the

net increase to the onerous lease provision is £1.5m (2022:

£5.1m), which is required to increase the provision to £8.4m,

based on the outcome of the year end assessment.

The onerous property related contracts provision charge of

£1.5m has been recognised within adjusting items within

selling, general and administrative expenses. Further

significant costs (or credits) may be recorded in future years

dependent on the Group’s trading performance.

A 500bps increase/decrease in the risk-free rates would

result in a £0.9m increase or £1.1m decrease in the onerous

lease provision.

The Group has performed sensitivity analysis on the

onerous property related contract provisions using

reasonably possible scenarios based on recent market

movements, consistent with those sensitivities disclosed

above in the ‘store impairment’ section:

• An increase of 200bps in the margin rate in all years

for each territory would decrease the onerous property

related contracts charge by £0.2m

• A decrease of 200bps in the margin rate in all years for

each territory would increase the onerous property related

contracts charge by £1.4m

• An increase of 10% in year 1 sales growth for each territory

would decrease the onerous property related contracts

charge by £0.2m

• A decrease of 10% in year 1 sales growth for each territory

would increase the onerous property related contracts

charge by £0.2m

Recoverability of trade debtors

The impairment of trade and other receivables is based on

management’s estimate of the ECL. These are calculated

using the Group’s historical credit loss experience, with

adjustments for general economic conditions and an

assessment of conditions at the reporting date. The

estimation uncertainty relates to the allowance for

expected credit losses of £4.7m (2021: £8.6m) which

includes a specific provision and an ECL provision.

The specific provision of £3.2m (2021: £6.0m) is calculated

for higher risk trade receivables, relating to customers who

have balances over £30k that are at least 30 days overdue.

This provision is calculated based on a specific review of the

exposure to each customer, net of credit enhancements and

taking into consideration their payment history. There is a

range of possible outcomes for the specific provision; an

indication of the maximum possible exposure is that the

specific provision of £3.2m (2021: £6.0m) covers gross

debtors of £7.1m (2021: £10.5m).

Superdry plc Annual Report 2022

162

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

163 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies continued

The Group has carried out a sensitivity analysis on the

impairment tests for its owned store portfolio on an

aggregated basis for property, plant and equipment, right-

of-use assets and intangibles, using various reasonably

possible scenarios based on recent market movements

including discount rates and a change to the sales and

margin assumptions in the medium-term financial plan:

• An increase of 200bps in the gross margin rate in all years

for each territory would decrease net impairment by £4.9m

• A decrease of 200bps in the gross margin rate in all years

for each territory would increase net impairment by £5.2m

• An increase of 10% in the year 1 sales growth for each

territory would decrease net impairment by £3.7m

• A decrease of 10% in the year 1 sales growth for each

territory would increase net impairment by £4.0m

• A 20% change in the central costs being allocated to the

store CGUs would increase net impairment by £1.9m

Onerous property related contracts provisions

Management has also assessed whether impaired and

unprofitable stores require an onerous provision for the

property related contracts. An onerous property related

contracts provision is recognised when the Group believes

that the unavoidable costs of meeting or exiting the property

related obligations exceed the benefits expected to be

received under the lease. The property related contracts

relate primarily to service charges. Onerous property related

contracts provisions are no longer recognised on fixed rental

expenses, following the transition to IFRS 16.

The calculation of the net present value of future cash flows

is based on the same assumptions for growth rates and

expected changes to future cash flows as set out above

for store impairments, discounted at the appropriate risk

adjusted rate. The costs of exiting property related contracts

as set out in the lease agreement, either at the end of the

lease or the lease break date (whichever is shorter), have

been considered in the calculation.

Based on the factors set out above, the Group has

reassessed the onerous property related contract provision

as being £8.4m (2021: £12.1m). This value is after a net

£1.0m provision release on exited stores, credited to the

Group statement of comprehensive income (2021: £0.5m

provision release on exited stores). The provision is also

stated after utilisation of the brought forward provision of

£4.3m (2021: 4.2m). The charge recognised in respect of the

net increase to the onerous lease provision is £1.5m (2022:

£5.1m), which is required to increase the provision to £8.4m,

based on the outcome of the year end assessment.

The onerous property related contracts provision charge of

£1.5m has been recognised within adjusting items within

selling, general and administrative expenses. Further

significant costs (or credits) may be recorded in future years

dependent on the Group’s trading performance.

A 500bps increase/decrease in the risk-free rates would

result in a £0.9m increase or £1.1m decrease in the onerous

lease provision.

The Group has performed sensitivity analysis on the

onerous property related contract provisions using

reasonably possible scenarios based on recent market

movements, consistent with those sensitivities disclosed

above in the ‘store impairment’ section:

• An increase of 200bps in the margin rate in all years

for each territory would decrease the onerous property

related contracts charge by £0.2m

• A decrease of 200bps in the margin rate in all years for

each territory would increase the onerous property related

contracts charge by £1.4m

• An increase of 10% in year 1 sales growth for each territory

would decrease the onerous property related contracts

charge by £0.2m

• A decrease of 10% in year 1 sales growth for each territory

would increase the onerous property related contracts

charge by £0.2m

Recoverability of trade debtors

The impairment of trade and other receivables is based on

management’s estimate of the ECL. These are calculated

using the Group’s historical credit loss experience, with

adjustments for general economic conditions and an

assessment of conditions at the reporting date. The

estimation uncertainty relates to the allowance for

expected credit losses of £4.7m (2021: £8.6m) which

includes a specific provision and an ECL provision.

The specific provision of £3.2m (2021: £6.0m) is calculated

for higher risk trade receivables, relating to customers who

have balances over £30k that are at least 30 days overdue.

This provision is calculated based on a specific review of the

exposure to each customer, net of credit enhancements and

taking into consideration their payment history. There is a

range of possible outcomes for the specific provision; an

indication of the maximum possible exposure is that the

specific provision of £3.2m (2021: £6.0m) covers gross

debtors of £7.1m (2021: £10.5m).

Superdry plc Annual Report 2022

163

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

164 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies continued

The ECL provision of £1.5m (2021: £2.6m) is calculated for

the aggregated remaining debtors profiled by country, net of

credit enhancements, and assuming country-specific default

rates. The country-specific default rates were prepared

using the Group’s historic loss experience in the relevant

country, which has also been adjusted for forward-looking

information. A range of reasonably possible outcomes for

the ECL provision, is £0.5m-£2.1m. The lower end of the

range does not adjust historic loss experience for forward

looking information. The higher-end of the range assumes a

four-fold level of credit risk for each country at the reporting

date, compared to average historic loss experience.

See notes 24 and 34 for further details.

Impairment of Superdry Plc’s investment in subsidiaries

Under IAS 36, an impairment review is performed in respect

of Superdry Plc’s investment in subsidiaries, whenever an

indicator of impairment has been identified. The reduction in

the Group’s market capitalisation as of the reporting date

has been considered an indicator of impairment and an

impairment review performed accordingly. The impairment

review of Superdry Plc’s investment in subsidiaries has been

performed using the same assumptions for growth rates and

expected changes to future cash flows as set out above

for store impairments. The Group’s medium-term plan is

used as the basis for determining the enterprise value of

each subsidiary within the Group. Certain assumptions have

been applied in the allocation of future forecast Group cash

flows between the individual subsidiaries of Superdry Plc.

These allocations have been based upon the current mix of

cash flows within the Group. The enterprise value for each

subsidiary has been adjusted for net debt to determine each

subsidiary’s equity value. The cash, overdraft and

intercompany position of each subsidiary at the reporting

date has been used to determine the net debt. An

impairment has been recorded wherever the carrying value

of the investment in the subsidiary exceeds the equity value.

As a result of the impairment review, an impairment of

£97.7m was identified in respect of DKH Retail Ltd.

The Company has performed sensitivity analysis on the

impairment review using reasonably possible scenarios

based on recent market movements. The investment in DKH

Retail Ltd is particularly sensitive to any changes to the

group-wide forecasts due to the transfer pricing policy

applied by the Group, under which many subsidiaries

operate as limited risk distributors. As a result of the transfer

pricing policy DKH Retail Ltd is exposed to both upside and

downside in the group-wide performance.

• An increase/decrease of 200bps in the gross margin rate

in all years for each territory would decrease/increase the

investment impairment by £97.7m and £88.3m

respectively.

• An increase/decrease of 10% in group-wide sales for

each territory in all years would decrease/increase the

investment impairment by £97.7m and £88.3m

respectively.

• An increase/decrease of 100bps in the discount rates

applied would increase/decrease the investment

impairment by £3.9m and £4.3m respectively.

Further details are included in note 20.

Management consider that judgements made in the process

of applying the Group’s accounting policies that could have

a significant effect on the amounts recognised in the Group

financial statements are as follows:

Attributing Ecommerce sales and costs to stores

Judgement is required to determine whether Ecommerce

sales (and associated costs) could be attributed to stores

for the purposes of impairment testing when calculating the

value in use of each store CGU. The basis of such attribution

is considered difficult to determine, due to insufficient

evidence to reliably estimate. For this reason, Ecommerce

sales attributable to stores have not been calculated. The

continuation of Ecommerce sales during the period of Covid-

19 enforced store closures further supports this judgement.

Store impairment judgements

Store assets (as with other financial and non-financial

assets) are subject to impairment based on whether

current or future events and circumstances suggest that

their recoverable amount may be less than their carrying

value. The impairment review involves critical accounting

judgements, in addition to the significant estimates

discussed above.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

165 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies continued

The medium-term financial plan is prepared on a ‘top down’

basis and has been attributed to individual stores based on

their historic performance relative to the rest of the store

estate. Judgement is involved in this revenue and cost

attribution exercise in defining the parameters of the store

characteristics. The outcome of this exercise affects the

value in use associated with each store CGU.

Similarly, judgement is required in determining which

central costs are directly involved in the store operations

and therefore should be apportioned to each store CGU.

Central costs are attributed to store CGUs where they

can be allocated on a reasonable and consistent basis.

Judgement is also involved in defining the lease term used

in the store impairment calculations. Lease extensions have

only been assumed in the modelling where they have been

agreed with landlords.

See note 6 for further details.

Foreign exchange translation on intragroup balances

Foreign exchange gains/losses on intragroup balances

denominated in currencies other than sterling are

recognised in profit and loss. Judgement is required in

determining whether the intragroup balances represent a net

investment in foreign operations. Where the intragroup

balances are considered a net investment in foreign

operations, the exchange gain/loss is recognised in other

comprehensive income. The conclusion has been reached

that the intragroup balances do not represent a net

investment in foreign operations. This is on the basis that it

is management’s intention to settle foreign denominated

intragroup balances in the foreseeable future. Under the

group’s transfer pricing policy, foreign subsidiaries are

guaranteed a set profit margin (as limited risk distributors).

Management’s intention is to use future profits generated by

foreign subsidiaries to settle foreign denominated intragroup

balances. Accordingly gains/losses on foreign denominated

intragroup balances are recognised in profit and loss.

Adjusting items

Judgements are required as to whether items are

disclosed as adjusting items, with consideration given to

both quantitative and qualitative factors. Adjusting items are

identified by virtue of their size, nature or incidence. Further

information about the determination of adjusting items in

financial year 2022 is in note 36.

3. New accounting pronouncements

The accounting policies set out have been applied

consistently throughout the Group and to all years

presented in these consolidated accounts except if

mentioned otherwise. For the financial year 2022, the

following amendments were adopted by the Group:

• Reference to the Conceptual Framework (Amendments

to IFRS 3)

• Property, Plant and Equipment — Proceeds before

Intended Use (Amendments to IAS 16)

• Onerous Contracts — Cost of Fulfilling a Contract

(Amendments to IAS 37)

New accounting standards in issue but not yet effective

At the date of authorisation of these financial statements,

the Group has not applied the following new and revised

IFRs Standards that have been issued but are not

yet effective:

• IFRS 17 Insurance Contracts;

• IFRS 10 and IAS 28 (amendments): Sale or Contribution

of Assets between an Investor and its Associate or

Joint Venture;

• Amendments to IAS 1: Classification of Liabilities as

Current or Non-current;

• Amendments to IFRS 3: Reference to the

Conceptual Framework;

• Amendments to IAS 16: Property, Plant and Equipment –

Proceeds before Intended Use;

Amendments to IAS 37: Onerous Contracts – Cost of

Fulfilling a Contract; and

Annual Improvements to IFRS Standards 2018-2020 Cycle.

The application of these new standards and amendments is

not expected to have a material impact on the Group.

Superdry plc Annual Report 2022

164

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

165 Superdry plc Annual Report 2022

2. Critical accounting judgements and key

sources of estimation uncertainty in applying

accounting policies continued

The medium-term financial plan is prepared on a ‘top down’

basis and has been attributed to individual stores based on

their historic performance relative to the rest of the store

estate. Judgement is involved in this revenue and cost

attribution exercise in defining the parameters of the store

characteristics. The outcome of this exercise affects the

value in use associated with each store CGU.

Similarly, judgement is required in determining which

central costs are directly involved in the store operations

and therefore should be apportioned to each store CGU.

Central costs are attributed to store CGUs where they

can be allocated on a reasonable and consistent basis.

Judgement is also involved in defining the lease term used

in the store impairment calculations. Lease extensions have

only been assumed in the modelling where they have been

agreed with landlords.

See note 6 for further details.

Foreign exchange translation on intragroup balances

Foreign exchange gains/losses on intragroup balances

denominated in currencies other than sterling are

recognised in profit and loss. Judgement is required in

determining whether the intragroup balances represent a net

investment in foreign operations. Where the intragroup

balances are considered a net investment in foreign

operations, the exchange gain/loss is recognised in other

comprehensive income. The conclusion has been reached

that the intragroup balances do not represent a net

investment in foreign operations. This is on the basis that it

is management’s intention to settle foreign denominated

intragroup balances in the foreseeable future. Under the

group’s transfer pricing policy, foreign subsidiaries are

guaranteed a set profit margin (as limited risk distributors).

Management’s intention is to use future profits generated by

foreign subsidiaries to settle foreign denominated intragroup

balances. Accordingly gains/losses on foreign denominated

intragroup balances are recognised in profit and loss.

Adjusting items

Judgements are required as to whether items are

disclosed as adjusting items, with consideration given to

both quantitative and qualitative factors. Adjusting items are

identified by virtue of their size, nature or incidence. Further

information about the determination of adjusting items in

financial year 2022 is in note 36.

3. New accounting pronouncements

The accounting policies set out have been applied

consistently throughout the Group and to all years

presented in these consolidated accounts except if

mentioned otherwise. For the financial year 2022, the

following amendments were adopted by the Group:

• Reference to the Conceptual Framework (Amendments

to IFRS 3)

• Property, Plant and Equipment — Proceeds before

Intended Use (Amendments to IAS 16)

• Onerous Contracts — Cost of Fulfilling a Contract

(Amendments to IAS 37)

New accounting standards in issue but not yet effective

At the date of authorisation of these financial statements,

the Group has not applied the following new and revised

IFRs Standards that have been issued but are not

yet effective:

• IFRS 17 Insurance Contracts;

• IFRS 10 and IAS 28 (amendments): Sale or Contribution

of Assets between an Investor and its Associate or

Joint Venture;

• Amendments to IAS 1: Classification of Liabilities as

Current or Non-current;

• Amendments to IFRS 3: Reference to the

Conceptual Framework;

• Amendments to IAS 16: Property, Plant and Equipment –

Proceeds before Intended Use;

Amendments to IAS 37: Onerous Contracts – Cost of

Fulfilling a Contract; and

Annual Improvements to IFRS Standards 2018-2020 Cycle.

The application of these new standards and amendments is

not expected to have a material impact on the Group.

Superdry plc Annual Report 2022

165

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

166 Superdry plc Annual Report 2022

4. Segment information

Revenue is generated from the same products (clothing and accessories) in all segments; the reporting of segments is based

on how these sales are generated. The accounting policies of the reportable segments are the same as the Group’s accounting

policies described in note 1. Gross profit is the measure reported to the Group’s CODM for the purpose of resource allocation

and assessment of segment performance. The Group derives its revenue from contracts with customers for the transfer of

goods and services at a point in time.

Segmental information for the business segments of the Group for financial years 2022 and 2021 is set out below. The ‘Retail’

subtotal of the ‘Stores’ and ‘Ecommerce’ segments presented below is considered useful additional information to the reader.

Stores

2022

£m

Ecommerce

2022

£m

Retail

subtotal

2022

£m

Wholesale

2022

£m

Central costs

2022

£m

Group

2022

£m

Total segment revenue 228.4 155.7 384.1 393.6 – 777.7

Less: inter-segment revenue – – – (168.1) – (168.1)

Revenue from external customers 228.4 155.7 384.1 225.5 – 609.6

Gross profit 161.9 99.0 260.9 81.7 – 342.6

Profit/(loss) before tax 25.9 52.4 (60.4) 17.9

The segment measure of profit required to be presented under IFRS 8 Segments is gross profit. Profit/(loss) before tax has

been presented as an additional profit measure which is considered to provide useful information to the reader. Certain costs

have not been allocated between the Stores and Ecommerce segments in both the current and prior year.

The following additional information is considered useful to the reader:

Adjusted

2022

£m

Adjusting

items

£m

Reported

2022

£m

Revenue

Retail 384.1 – 384.1

Wholesale 225.5 – 225.5

Total revenue 609.6 – 609.6

Operating profit / (loss)

Retail 38.7 (7.9) 30.8

Wholesale 49.1 3.3 52.4

Central costs (57.9) 0.6 (57.3)

Total operating profit / (loss) 29.9 (4.0) 25.9

Net finance expense – Central costs (3.0) – (3.0)

Net finance expense – Retail (5.0) – (5.0)

Profit before tax / (loss) 21.9 (4.0) 17.9

Retail 33.8 (7.9) 25.9

Wholesale 49.1 3.3 52.4

Central costs (61.0) 0.6 (60.4)

Total profit before tax / (loss) 21.9 (4.0) 17.9

* Adjusted is defined as reported results before adjusting items and is further explained in note 36.

The net impairment losses and reversals on store assets and onerous property related contract charges amount to £18.3m

(2021: £15.8m) and all relate to the Retail segment.

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

167 Superdry plc Annual Report 2022

4. Segment information continued

Stores

2021

£m

Ecommerce

2021

£m

Retail

subtotal

2021

£m

Wholesale

2021

£m

Central costs

2021

£m

Group

2021

£m

Total segment revenue 140.5 201.8 342.3 389.6 – 731.9

Less: inter-segment revenue – – – (175.8) – (175.8)

Revenue from external customers 140.5 201.8 342.3 213.8 – 556.1

Gross profit 93.6 117.5 211.1 82.0 – 293.1

Profit/(loss) before tax (9.3) 40.8 (68.2) (36.7)

The following additional information is considered useful to the reader:

Adjusted

2021

£m

Adjusting

items

£m

Reported

2021

£m

Revenue

Retail 342.3 – 342.3

Wholesale 213.8 – 213.8

Total revenue 556.1 – 556.1

Operating loss

Retail 15.4 (19.2) (3.8)

Wholesale 42.1 (1.3) 40.8

Central costs (62.9) (3.6) (66.5)

Total operating loss (5.4) (24.1) (29.5)

Net finance expense – Central costs (1.7) – (1.7)

Net finance expense – Retail (5.5) – (5.5)

Profit/(loss) before tax

Retail 9.9 (19.2) (9.3)

Wholesale 42.1 (1.3) 40.8

Central costs (64.6) (3.6) (68.2)

Total loss before tax (12.6) (24.1) (36.7)

* Adjusted is defined as reported results before adjusting items and is further explained in note 36.

Revenue from external customers in the UK and the total revenue from external customers from other countries are:

Group

2022

£m

2021

£m

External revenue – UK 224.1 197.5

External revenue – Europe 294.3 283.5

External revenue – Rest of World 91.2 75.1

Total external revenue 609.6 556.1

The total of non-current assets, other than deferred tax assets, located in the UK is £68.4m (2021: £68.9m), and the total of

non-current assets located in other countries is £77.4m (2021: £93.6m).

Superdry plc Annual Report 2022

166

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

167 Superdry plc Annual Report 2022

4. Segment information continued

Stores

2021

£m

Ecommerce

2021

£m

Retail

subtotal

2021

£m

Wholesale

2021

£m

Central costs

2021

£m

Group

2021

£m

Total segment revenue 140.5 201.8 342.3 389.6

–

731.9

Less: inter-segment revenue – – – (175.8) –

(175.8)

Revenue from external customers 140.5 201.8 342.3 213.8

–

556.1

Gross profit 93.6 117.5 211.1 82.0 – 293.1

Profit/(loss) before tax (9.3) 40.8

(68.2) (36.7)

The following additional information is considered useful to the reader:

Adjusted

2021

£m

Adjusting

items

£m

Reported

2021

£m

Revenue

Retail 342.3 – 342.3

Wholesale 213.8 – 213.8

Total revenue 556.1 – 556.1

Operating loss

Retail 15.4 (19.2) (3.8)

Wholesale 42.1 (1.3) 40.8

Central costs (62.9) (3.6) (66.5)

Total operating loss (5.4) (24.1) (29.5)

Net finance expense – Central costs (1.7) – (1.7)

Net finance expense – Retail (5.5) – (5.5)

Profit/(loss) before tax

Retail 9.9 (19.2) (9.3)

Wholesale 42.1 (1.3) 40.8

Central costs (64.6) (3.6) (68.2)

Total loss before tax (12.6) (24.1) (36.7)

* Adjusted is defined as reported results before adjusting items and is further explained in note 36.

Revenue from external customers in the UK and the total revenue from external customers from other countries are:

Group

2022

£m

2021

£m

External revenue – UK 224.1 197.5

External revenue – Europe 294.3 283.5

External revenue – Rest of World 91.2 75.1

Total external revenue 609.6 556.1

The total of non-current assets, other than deferred tax assets, located in the UK is £68.4m (2021: £68.9m), and the total of

non-current assets located in other countries is £77.4m (2021: £93.6m).

Superdry plc Annual Report 2022

167

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

168 Superdry plc Annual Report 2022

5. Selling, general and administrative expenses

Group

2022

£m

2021

£m

Staff costs (note 7) 95.5 81.9

Short-term and variable rent payments net of lease incentives and waivers 3.7 3.9

Depreciation and amortisation 48.7 53.4

Store impairment charges and reversals of property, plant and equipment, right-of-use assets

and intangibles 16.8 10.7

Non-store intangible asset impairments – 2.1

Restructuring, strategic change and other costs – 1.0

IFRS 16 Covid-19 rent concessions (3.7) 4.0

Onerous property related contracts charge 1.5 5.1

Other (including logistics costs, marketing, rates and service charges) 186.7 178.9

Total selling, general and administrative expenses 349.2 341.0

Government grants for furlough support are netted off against staff costs, see note 37.

6. Adjusting items

The below adjustments are disclosed separately in the Group statement of comprehensive income and are applied to the

reported profit before tax to arrive at the adjusted profit before tax. Further information about the determination of adjusting

items in financial year 2022 is included in note 36.

Group

2022

£m

2021

£m

Adjusting items

Unrealised gain/(loss) on financial derivatives 13.7 (4.7)

Net store asset impairment charges and reversals, and onerous property related contracts provision (18.3) (15.8)

Non-store intangible asset impairments – (2.1)

Restructuring, strategic change and other costs – (1.0)

IFRS 2 charge on Founder Share Plan (note 9) 0.6 (0.5)

Total adjusting items Charge/(Credit) (4.0) (24.1)

Taxation

Deferred tax on adjusting items (note 22) (3.0) 3.9

Total taxation (3.0) 3.9

Total adjusting items after tax (7.0) (20.2)

Adjusting items before tax in the period totalled a net charge of £4.0m in the year (2021: £24.1m).

Our Financials → Notes to the Group and Company Financial Statements to the members of Superdry plc

169 Superdry plc Annual Report 2022

6. Adjusting items continued

Store asset impairment charges and reversals and onerous property related contracts provision

Comprehensive reviews have been performed in both the current and prior reporting periods across the owned store portfolio

to identify any stores which were either unprofitable, or where the anticipated future performance would not support the

carrying value of assets.

In the prior year a store asset impairment review was performed in the context of the ongoing impact of the COVID-19

pandemic on trading performance across the store portfolio. As a result of the prior year review, a charge to the Group

statement of comprehensive income for non-cash impairments of £22.8m was recognised, affecting 125 stores. Additionally, a

non-cash credit of £12.1m was recognised in the Group statement of comprehensive income for the reversal of impairments

that were recognised in previous periods. A reassessment was also performed on the onerous property related contracts

provision, resulting in a charge of £5.1m, affecting approximately 30 stores.

A store asset impairment review has also been performed as of 30 April 2022. Whilst the impacts of the COVID-19 pandemic

on trading performance are significantly reduced, the Group continues to experience a challenging trading environment, largely

due to the ongoing cost of living crisis. As a result of the current year impairment review, a charge to the Group statement of

comprehensive income for non-cash impairments of £24.2m was recognised, affecting 102 stores. Additionally, a non-cash

credit of £7.4m was recognised in the Group statement of comprehensive income for the reversal of impairments recognised in

previous periods. This impairment reversal affected 71 stores. The total net impairment of £16.8m affects property, plant and

equipment and right-of-use assets. A significant level of estimation and judgement has been used to determine the charges

and reversals, for which further disclosure and sensitivities can be found in note 2 on pages 162-165.

A reassessment was also performed on the onerous property related contracts provision, resulting in a net charge of £1.5m,

affecting around 39 stores. Onerous property related contracts provisions are no longer recognised on rental expenses,

following the transition to IFRS 16. A significant level of estimation has been used to determine the charges to be recognised,

for which further disclosure and sensitivities can be found in note 2 on pages 162-165.

Intangible asset impairments

In the prior year, the Group recognised impairment charges in the period for website and software intangible assets. A review

was performed during the period over website and software intangible assets which were likely to be replaced or upgraded in

the foreseeable future, leading to a one-off impairment of £2.1m. No such impairment charge is required in the current year.

Restructuring, strategic change and other costs

Adjusting items in 2021 included £1.4m resulting from the restructuring programme announced in the FY20 Group Annual

Report. This restructuring included redundancies in order to make the Group fit for the future. The Directors considered

these to be adjusting items due to their one-off nature. No further restructuring expense has been charged in the current

financial year.

Unrealised gain/(loss) on financial derivatives

A £13.7m credit has been recognised within adjusting items in respect of the fair value movement in financial derivatives (2021:

£4.7m charge), which has been driven primarily by the relative weakness of Sterling against the US Dollar at the year-end, and

its impact on forward currency contracts, buying US Dollar with Sterling.

IFRS 2 charge on Founder Share Plan

The IFRS 2 credit of £0.6m (2021: £0.5m charge) in respect of the Founder Share Plan is also included within adjusting items

(see notes 9 and 36 for further details).

Tax on adjusting items

The net tax charge on adjusting items totals £3.0m (2021: £3.9m credit). An adjusting tax credit of £0.5m (2021: £1.4m credit)

arises as a result of impairments to the right-of-use assets, a £0.1m adjusting tax charge (2021: £0.3m credit) as a result of

impairments to property, plant and equipment at the balance sheet date, and an adjusting tax charge of £3.4m (2021: £2.2m

credit) arises in connection with movements on the derivative contracts and an updated onerous lease review.

Superdry plc Annual Report 2022

168