UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.         )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

The Finish Line, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

The boards of directors of The Finish Line, Inc., an Indiana corporation (“Finish Line”), and JD Sports Fashion Plc, a company incorporated under the laws of England and Wales (“JD Sports”), have unanimously approved and adopted an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Finish Line will be acquired by JD Sports through a merger of Genesis Merger Sub, Inc, an Indiana corporation and an indirect wholly-owned subsidiary of JD Sports (“Merger Sub”) into Finish Line, with Finish Line as the surviving corporation (the “merger”). As a result of the merger, Finish Line will become an indirect wholly-owned subsidiary of JD Sports. At the effective time of the merger, each of the issued and outstanding Class A Common Shares, no par value per share of Finish Line (“Common Shares”), other than shares held by Finish Line in treasury or owned by any subsidiary of Finish Line, JD Sports, Merger Sub, or any other subsidiary of JD Sports, will automatically be converted into the right to receive $13.50 in cash, without interest and less any required withholding taxes (the “Merger Consideration”).

In addition, at the effective time of the merger, all outstanding and unexercised Finish Line stock options granted under Finish Line’s equity incentive plans will be cancelled and JD Sports, or the surviving corporation, will pay each optionholder an amount in cash (without interest) equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per Common Share underlying such option, and (y) the number of Common Shares subject to the option (net of withholding taxes and rounded down to the nearest whole cent). All Finish Line stock options with an exercise price per share equal to or greater than the Merger Consideration will be terminated at the effective time of the merger with no consideration paid in respect of such options. Outstanding and unvested Finish Line restricted stock awards will become fully vested and free of forfeiture restrictions immediately prior to the effective time, and each such share of restricted stock will be converted into the right to receive the Merger Consideration (net of withholding taxes). The aggregate purchase price under the Merger Agreement is approximately $557.38 million, which is based on 41,247,020 Common Shares expected to be issued and outstanding at closing on a fully-diluted basis.

The board of directors of Finish Line, after thorough review and consideration, unanimously determined that the Merger Agreement and the merger and the other transactions contemplated by the Merger Agreement are fair to, advisable, and in the best interests of Finish Line and its shareholders and has unanimously adopted the Merger Agreement and approved the execution, delivery, and performance of the Merger Agreement and the consummation of the merger and the other transactions contemplated by the Merger Agreement. The board of directors made its determination after consultation with its legal and financial advisors and consideration of a number of factors. THE BOARD OF DIRECTORS OF FINISH LINE UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT, AS WELL AS “FOR” THE APPROVAL OF TWO RELATED PROPOSALS THAT ARE DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.

The merger cannot be completed unless the holders of a majority of the outstanding Common Shares of Finish Line on the record date vote to approve the Merger Agreement. The accompanying proxy statement also provides you with detailed information about the merger, the Merger Agreement, the two related proposals, and the special meeting of Finish Line’s shareholders that will be held to consider and vote on these proposals. A copy of the Merger Agreement is attached as Appendix A to the accompanying proxy statement. We encourage you to read the entire proxy statement and its appendices, including the Merger Agreement, carefully. You may also obtain additional information about Finish Line from documents we have filed with the Securities and Exchange Commission. Finish Line’s Common Shares are traded on the NASDAQ Stock Market LLC under the trading symbol “FINL.” On March 23, 2018, the last trading day prior to the public announcement of the Merger

Agreement, the per share closing price of Finish Line’s Common Shares was $10.55. On May 4, 2018, the latest practicable date before the date of this document, the per share closing price of Finish Line’s Common Shares was $13.56.

We urge you to read the proxy statement carefully, including the appendices to the proxy statement. If you do not plan to attend the Finish Line special shareholders’ meeting, to ensure your shares are represented at the meeting, please vote as soon as possible either by completing and submitting the enclosed proxy card or by using telephone or Internet voting procedures described in the proxy statement and your proxy card. If your shares are held in the name of a bank, broker, or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, or other nominee in order to vote your shares. Please note that if your shares are held in the name of a bank, broker, or other nominee and you wish to vote at the special meeting, you must obtain a proxy issued in your name from that record holder prior to the special meeting and bring the proxy to the special meeting. Your vote is very important, regardless of the number of Common Shares you own. The failure to vote your shares will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the merger or the Merger Agreement, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, or passed upon the adequacy or accuracy of the information contained in the proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated May 7, 2018, and is first being mailed to Finish Line’s shareholders on or about May 9, 2018.

AVAILABLE INFORMATION

This document makes reference to certain important business and financial information about Finish Line from other documents that are not included in or delivered with this document. These documents are available to you without charge upon your written or oral request. Your requests for these documents should be directed to the following:

The Finish Line, Inc.

3308 N. Mitthoeffer Road

Indianapolis, Indiana 46235

Attention: Edward W. Wilhelm, Chief Financial Officer

(317) 899-1022

In order to ensure timely delivery of these documents, you should make your request by June 4, 2018 to receive them before the Finish Line special shareholders’ meeting. You may also read and copy any materials filed by Finish Line with the Securities and Exchange Commission (“SEC”) by accessing the SEC’s website at www.sec.gov, or at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Finish Line’s periodic filings with the SEC may also be accessed on Finish Line’s website at www.finishline.com. See “Where You Can Find More Information” on page 104.

3308 N. Mitthoeffer Road

Indianapolis, Indiana 46235

(317) 899-1022

Notice of Special Meeting of Shareholders

To Be Held on June 11, 2018

To the Shareholders of The Finish Line, Inc.:

We cordially invite you to attend the Special Meeting of Shareholders of The Finish Line, Inc. (the “Special Meeting”), to be held on Monday, June 11, 2018, at 9:00 a.m., Eastern time, at Finish Line Customer Central, 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235. At the Special Meeting, you will be asked to vote on the following matters:

Only holders of record of shares of Class A common stock, no par value per share, of Finish Line (“Common Shares”) as of the close of business on April 30, 2018, are entitled to notice of, and to vote at, the Special Meeting and any adjournments or postponements of the Special Meeting. If your shares are registered in your name, you should bring a form of photo identification to the Special Meeting. If your shares are held in the name of a broker, bank, or other nominee, you should bring a proxy or letter from that broker, bank, or other nominee that confirms you are the beneficial owner of those shares, together with a form of photo identification. Cameras, recording devices, and other electronic devices will not be permitted at the Special Meeting. All Finish Line shareholders are cordially invited to attend the Special Meeting.

YOUR VOTE IS VERY IMPORTANT. The affirmative vote of the holders of a majority of the outstanding Common Shares is required to approve the Merger Agreement proposal.

Please read the accompanying proxy statement carefully, including the appendices thereto, so that you will have information about the business to be presented at the special meeting. A proxy card also accompanies this

notice. Whether or not you plan to attend the special meeting, please mark, sign, date, and return the enclosed proxy card in the enclosed postage-paid envelope so that your shares may be voted in accordance with your wishes. If you do not return your proxy card or do not vote in person at the special meeting, the effect will be the same as a vote against the Merger Agreement proposal.

You may revoke your proxy at any time before the Special Meeting by following the directions on the proxy card or by attending the Special Meeting and voting in person. If you hold your shares in “street name” with a bank, broker, or other nominee, and you wish to vote at the Special Meeting, you will need to obtain a proxy issued in your name from your bank, broker, or other nominee and bring the proxy to the Special Meeting. Also, check your voting instruction card from your bank, broker, or other nominee to see if you also may vote by telephone or through the Internet.

The board of directors of Finish Line recommends that Finish Line shareholders vote “FOR” the approval of the Merger Agreement, “FOR” the approval of the Merger-Related Compensation Proposal, and “FOR” the approval of the Adjournment Proposal.

ADDITIONAL INFORMATION

For additional questions about the merger, assistance in submitting proxies or voting our Common Shares, or to request additional copies of the proxy statement or the enclosed proxy card, please contact our proxy solicitor at:

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks and Brokers

Call Toll Free: 888-666-2580

Email: Finishline@georgeson.com

By Order of the Board of Directors

Christopher C. Eck

Senior Vice President, General Counsel and

Corporate Secretary

Indianapolis, Indiana

May 7, 2018

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE FINISH LINE SPECIAL MEETING

Following are questions and related answers that address some of the questions you may have regarding the merger, the Merger Agreement, the Special Meeting, and related matters. These questions and answers may not contain all of the information relevant to you, do not purport to summarize all material information relating to the merger, the Merger Agreement, and related matters, or any of the other matters discussed in this proxy statement, and are subject to, and are qualified in their entirety by, the more detailed information contained in or attached to this proxy statement. Therefore, you should carefully read this entire proxy statement, including the attached appendices and materials to which we refer you in order to fully understand the merger, the Merger Agreement, and the transactions contemplated thereby.

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If you hold your Common Shares through a bank or broker (commonly referred to as held in “street name”), you may direct your bank or broker to vote in accordance with the instructions you have received from your bank or broker. Voting by proxy or directing your bank or broker to vote your shares will ensure that your Common Shares are represented and voted at the Special Meeting. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted “FOR” the approval of the Merger Agreement, “FOR” the approval of the Merger-Related Compensation Proposal, and “FOR” the approval of the Adjournment Proposal.

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The Finish Line, Inc.

3308 N. Mitthoeffer Road

Indianapolis, Indiana 46235

(317) 899-1022

Attention: Edward W. Wilhelm, Executive Vice President, Chief Financial Officer

You may also contact:

Georgeson, Inc.

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Toll Free: (888) 666-2580

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL SHAREHOLDERS’ MEETING TO BE HELD ON JUNE 11, 2018

You may obtain copies of our public filings, including this proxy statement, our fiscal 2017 Annual Report on Form 10-K, and the form of proxy relating to the Special Meeting, without charge from our web site at www.finishline.com or from the SEC’s web site at www.sec.gov. You also may request a copy of these materials, without charge, by sending an email to ceck@finishline.com. Please make your request no later than June 4, 2018 to facilitate timely delivery. If you do not request materials pursuant to the foregoing procedures, you will not otherwise receive an email or electronic copy of the materials. For meeting directions please call (317) 899-1022.

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CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION

This proxy statement contains forward-looking statements that have been made pursuant to the provisions of, and in reliance on the safe harbor under, the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to management’s beliefs, plans, objectives, goals, expectations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of Finish Line and JD Sports, and which may cause actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking statements. Words such as “believe”, “contemplate”, “seek”, “estimate”, “plan”, “project”, “anticipate”, “assume”, “expect”, “intend”, “targeted”, “continue”, “remain”, “will”, “should”, “indicate”, “would”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements provide current expectations or forecasts of future events and are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. The forward-looking statements are based on management’s expectations and are subject to a number of risks and uncertainties.

All written or oral forward-looking statements that are made by or attributable to Finish Line are expressly qualified in their entirety by this cautionary notice. Finish Line has no obligation and does not undertake to update, revise, or correct any of the forward-looking statements after the date of this proxy statement, or after the respective dates on which such statements otherwise are made. Finish Line does not make any assurances that its expectations, beliefs, or projections will be achieved or accomplished. Factors, risks, and uncertainties that may cause the expectations reflected or indicated by forward-looking statements not to be realized, include, without limitation, the following:

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Additional factors that could cause Finish Line’s results to differ materially from those described in the forward-looking statements can be found in Finish Line’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC.

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THE SPECIAL MEETING OF FINISH LINE’S SHAREHOLDERS

General

This document is being delivered to Finish Line’s shareholders in connection with the solicitation of proxies by the Finish Line board of directors to be voted at the Special Meeting of Finish Line’s shareholders. This document and enclosed form of proxy are being sent to Finish Line’s shareholders on or about May 9, 2018.

We are furnishing this proxy statement to our shareholders as part of the solicitation of proxies by our board of directors for use at the Special Meeting, and at any adjournments or postponements of the Special Meeting.

Date, Time, and Place

We will hold the Special Meeting at 9:00 a.m., Eastern Time, on Monday, June 11, 2018, at Finish Line Customer Central, located at 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235. If you plan to attend the Special Meeting, please note that you may be asked to present valid photo identification, such as a driver’s license or passport. Shareholders owning Common Shares in brokerage accounts must bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras, recording devices, and other electronic devices will not be permitted to be used at the meeting.

Purpose of Special Meeting

The Special Meeting is being held for the following purposes:

The Board and management is not aware of any other matters to be presented at the meeting other than those mentioned above and has not received notice from any shareholders requesting that other matters be considered. However, if any other business is properly presented before the Special Meeting and may properly be voted upon, the proxies solicited hereby will be voted on such matters in accordance with the best judgment of the proxy holders named therein.

A copy of the Merger Agreement is attached as Appendix A to this proxy statement.

Recommendation of Finish Line’s Board of Directors

Finish Line’s board of directors unanimously voted to approve the Merger Agreement and the merger. Based on the reasons discussed elsewhere in this proxy statement, the board has determined that the Merger Agreement, the merger, and the transactions contemplated thereby are fair to and in the best interests of Finish Line and its shareholders and unanimously recommends that its shareholders vote:

Record Date and Voting; Quorum

The close of business on April 30, 2018 has been selected as the record date for the determination of Finish Line’s shareholders entitled to notice of and to vote at the Special Meeting. On that date, 41,245,081 of Finish Line’s

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Common Shares were issued and outstanding. Shareholders will be entitled to one vote for each Common Share held by them of record at the close of business on the record date on any matter that may be presented for consideration and action by the shareholders. The presence, in person or represented by proxy, of the holders of a majority of the outstanding Finish Line Common Shares will constitute a quorum for the transaction of business at the Special Meeting.

You may vote in one of four ways: (1) by mail (by completing and signing the proxy card that accompanies this proxy statement); (2) by telephone; (3) by using the Internet; and (4) in person (by either delivering the completed proxy card or by casting a ballot if attending the Special Meeting). If your shares are held by a broker or other nominee, you must obtain a proxy from the broker or nominee giving you the right to vote the shares at the Special Meeting. If you plan to attend the Special Meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership and you must bring photo identification with you in order to be admitted. We reserve the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

All proxies properly submitted in time to be counted at the Special Meeting will be voted in accordance with the instructions contained in the proxy. If you submit a proxy without voting instructions, the proxies named in the proxy will vote on your behalf for each matter described above in accordance with the recommendations of the board on all the proposals as set forth in this proxy statement and on any other matters in accordance with their best judgment.

If you have shares held by a broker or other nominee, you may instruct the broker or other nominee to vote your shares by following the instructions the broker or other nominee provides to you. Proxies solicited by this proxy statement may be exercised only at the Special Meeting and any adjournment or postponement thereof and will not be used for any other meeting.

Vote Required

The following votes will be required to approve the proposals:

Abstentions and “broker non-votes” (described below) are counted to determine the presence or absence of a quorum but are not considered votes cast. The required vote of Finish Line’s shareholders on the Merger Agreement proposal is based on the number of outstanding Finish Line Common Shares and not the number of shares that are actually voted. Accordingly, the failure to submit a proxy card or to vote in person at the Special Meeting, or the abstention from voting by a Finish Line shareholder, or the failure of any Finish Line shareholder who holds shares in “street name” through a bank or broker to give voting instructions to such bank or broker (thereby resulting in a “broker non-vote”), will have the same effect as a vote “AGAINST” the Merger Agreement proposal. Abstentions and broker non-votes will have no effect on the outcomes of the Merger-Related Compensation Proposal or the Adjournment Proposal.

A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote on a proposal because the broker has not received instructions from the beneficial owners on how to vote on such proposal and the broker does not have discretionary authority to vote in the absence of instructions. Brokers generally have the authority to vote, even though they have not received instructions, on matters that are considered “routine.” However, under relevant stock exchange rules, the Merger Agreement proposal, the Merger-Related

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Compensation Proposal, and the Adjournment Proposal to be considered at the Special Meeting are not considered routine matters and brokers are not entitled to vote shares held for a beneficial owner on these matters without instructions from the beneficial owner of the shares. To avoid a broker non-vote of your shares held in street name, you must provide voting instructions to your broker or other nominee.

Additionally, pursuant to the Voting Agreement entered into in connection with the Merger Agreement, all of the members of our board of directors and certain of our executive officers agreed to vote all of their Common Shares (representing, as of the record date, approximately 2.2% of the voting power of the outstanding Common Shares entitled to vote on the Merger Agreement) in favor of the Merger Agreement.

Shares Held by Officers and Directors

As of the record date:

Voting Procedures

Ensure that your Common Shares can be voted at the Special Meeting by submitting your proxy or contacting your broker, dealer, commercial bank, trust company, or other nominee.

If your Common Shares are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee, check the voting instruction card forwarded by your broker, dealer, commercial bank, trust company, or other nominee to see which voting options are available or contact your broker, dealer, commercial bank, trust company, or other nominee in order to obtain directions as to how to ensure that your Common Shares are voted at the Special Meeting.

If your Common Shares are registered in your name, submit your proxy as soon as possible by telephone, via the Internet, or by signing, dating, and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your Common Shares can be voted at the Special Meeting. Instructions regarding telephone and Internet voting are included on the proxy card.

The failure to vote will have the same effect as a vote against the Merger Agreement proposal. If you sign, date, and mail your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” approval of the Merger Agreement proposal, the non-binding advisory Merger-Related Compensation Proposal, and, if necessary, the Adjournment Proposal.

For additional questions about the merger or for assistance in submitting proxies or voting Common Shares, or to request additional copies of this proxy statement or the enclosed proxy card, please call Finish Line’s Corporate Secretary at (317) 899-1022.

Voting by Proxy or in Person at the Special Meeting

Holders of record can ensure that their Common Shares are voted at the Special Meeting by completing, signing, dating, and delivering the enclosed proxy card in the enclosed postage-paid envelope. Submitting by this method or voting by telephone or the Internet as described below will not affect your right to attend the Special Meeting and to vote in person. If you plan to attend the Special Meeting and wish to vote in person, you will be

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given a ballot at the Special Meeting. Please note, however, that if your Common Shares are held in “street name” by a broker, dealer, commercial bank, trust company, or other nominee and you wish to vote at the Special Meeting, you must bring to the Special Meeting a proxy from the record holder of those shares authorizing you to vote at the Special Meeting.

You should return a proxy by mail, by telephone, or via the Internet even if you plan to attend the Special Meeting in person. If you vote your Common Shares by submitting a proxy, your shares will be voted at the Special Meeting as you indicated on your proxy card or Internet or telephone proxy. If no instructions are indicated on your signed proxy card, all of your Common Shares will be voted:

Electronic Voting

Our holders of record and many shareholders who hold their Common Shares through a broker, dealer, commercial bank, trust company, or other nominee will have the option to submit their proxy cards or voting instruction cards electronically by telephone or the Internet. Please note that there are separate arrangements for voting by telephone and Internet depending on whether your Common Shares are registered in our records in your name or in the name of a broker, dealer, commercial bank, trust company, or other nominee. If you hold your Common Shares through a broker, bank, or other nominee, you should check your voting instruction card forwarded by your broker, dealer, commercial bank, trust company, or other nominee to see which options are available. Please read and follow the instructions on your proxy card or voting instruction card carefully.

Other Business

We do not expect that any matter will be brought before the Special Meeting other than the Merger Agreement proposal, the Merger-Related Compensation Proposal, and the Adjournment Proposal. If, however, other matters are properly presented at the Special Meeting, the persons named as proxies will vote in accordance with their best judgment with respect to those matters.

Revocation of Proxies

Submitting a proxy on the enclosed form or proxy does not preclude a shareholder from voting in person at the Special Meeting. You may change your vote or revoke your proxy at any time before your vote is counted at the meeting by:

Attending the Special Meeting will not automatically revoke your proxy. You must comply with one of the methods indicated above to revoke your proxy. If you hold your shares in “street name,” you must contact your broker or other nominee to change your vote or obtain a proxy from your broker to vote your shares if you wish to cast your vote in person at the meeting.

Solicitation of Proxies; Expenses

The proxy solicitation of Finish Line’s shareholders is being made by Finish Line on behalf of the board and will be paid for by Finish Line. In addition to solicitation by mail, directors, officers, and employees of Finish

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Line may solicit proxies for the Special Meeting from Finish Line’s shareholders personally or by telephone, the Internet, or other electronic means. However, Finish Line’s directors, officers, and employees will not be paid any special or extra compensation for soliciting such proxies, although they may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Upon request, Finish Line will reimburse brokers, dealers, banks, trustees, and other fiduciaries for the reasonable expenses they incur in forwarding proxy materials to beneficial owners of Finish Line’s Common Shares.

In addition, Finish Line has made arrangements with Georgeson to assist in soliciting proxies for the Special Meeting and has agreed to pay them $17,500, plus out-of-pocket expenses, for these services.

YOUR VOTE IS VERY IMPORTANT. The Merger Agreement must be approved by the affirmative vote of the holders of a majority of the issued and outstanding Common Shares of Finish Line in order for the proposed merger to be consummated. Holders of Finish Line Common Shares are urged to read and carefully consider the information in this proxy statement. IF YOU DO NOT RETURN YOUR PROXY CARD, VOTE BY TELEPHONE OR BY INTERNET, OR DO NOT VOTE IN PERSON AT THE SPECIAL MEETING, THE EFFECT WILL BE A VOTE AGAINST THE MERGER AGREEMENT.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact The Finish Line, Inc., 3308 N. Mitthoeffer Road, Indianapolis, Indiana 46235, Attention: Corporate Secretary, (317) 899-1022. You may also contact our proxy solicitor at:

Georgeson, Inc.

1290 Avenue of the Americas, 9^th Floor

New York, NY 10104

Shareholders, Banks, and Brokers Call Toll Free: 1-888-666-2580

E-mail: Finishline@georgeson.com

In addition, a representative of Ernst & Young LLP, Finish Line’s independent registered public accounting firm, plans to be present at the Special Meeting and will be given an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.

SEND ONLY YOUR PROXY CARD. PLEASE DO NOT SEND IN ANY SHARE CERTIFICATES WITH YOUR PROXY CARD.

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SECURITY OWNERSHIP OF

CERTAIN BENEFICIAL HOLDERS AND MANAGEMENT OF FINISH LINE

As of April 30, 2018, the record date for the Special Meeting, our directors and executive officers beneficially owned and had the power to vote, in the aggregate, 891,554 Finish Line Common Shares. All of the directors and certain executive officers of Finish Line have executed a Voting Agreement pursuant to which they agreed to vote all their Finish Line Common Shares in favor of the Merger Agreement at the Special Meeting.

Certain members of our management and the board have interests that may be different from, or in addition to, those of our shareholders generally. For more information, see “Interests of Finish Line’s Directors and Executive Officers in the Merger” beginning on page 66 for additional information.

The following table sets forth, as of April 30, 2018 information relating to the beneficial ownership of Finish Line’s Common Shares by the following persons:

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Information with respect to the directors and Named Executive Officers is based on Finish Line’s records and data supplied by each of the directors and Named Executive Officers. Information with respect to beneficial owners of more than five percent of the outstanding Common Shares is based on filings those persons have made with the SEC.

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THE MERGER

This section and the section entitled “The Merger Agreement” beginning on page 80 describe the material aspects of the merger, including the Merger Agreement. While Finish Line believes that this description covers the material terms of the merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement for a more complete understanding of the merger and the Merger Agreement, including the Merger Agreement itself, which is attached as Appendix A.

General Description of the Merger

Our board of directors has adopted the Merger Agreement and approved the execution, delivery, and performance of the Merger Agreement and the consummation of the merger and the other transactions contemplated thereby. If the Merger Agreement is approved by Finish Line’s shareholders, then, subject to the satisfaction or waiver, as applicable, of certain other closing conditions as described in “The Merger Agreement – Conditions to Completion of the Merger,” Merger Sub will be merged with and into Finish Line, and Finish Line will be the surviving corporation in the merger and become an indirect wholly-owned subsidiary of JD Sports. If the merger is completed, each Common Share of Finish Line outstanding immediately prior to the effective time of the merger will be cancelled and converted into the right to receive the Merger Consideration.

After the merger is completed, you will have the right to receive the Merger Consideration but you will no longer have any rights as a shareholder of Finish Line. In the case of Common Shares represented by certificates, you will receive the Merger Consideration for your Common Shares after exchanging your stock certificates in accordance with the instructions contained in a letter of transmittal to be sent to you shortly after completion of the merger. In the case of Common Shares held in book-entry form, you will receive the Merger Consideration for your Common Shares as promptly as practicable following the merger without the requirement to deliver a stock certificate or, unless reasonably requested by the exchange agent, a letter of transmittal.

Finish Line’s Common Shares are currently registered under the Exchange Act and are listed for trading on the NASDAQ Global Select Market under the symbol “FINL.” Following the merger, the Common Shares will be delisted from the NASDAQ and will no longer be publicly traded, the registration of our Common Shares under the Exchange Act will be terminated and Finish Line will no longer be required to file reports with the SEC.

Please see the section entitled “The Merger Agreement” beginning on page 81 for additional and more detailed information regarding the Merger Agreement.

Background of the Merger

The following chronology summarizes certain key events and contacts that led to the signing of the Merger Agreement. It does not purport to catalogue every conversation among Finish Line’s board of directors, the Special Committee, members of our management, or our representatives and other parties.

During the past several years, as part of our ongoing strategic-planning process, our management and our board of directors regularly reviewed and assessed, among other things, our long-term strategic goals and opportunities, competitive environment, and short- and long-term performance in light of our strategic plan, with the goal of maximizing shareholder value. Working independently and with financial advisors and consultants from time to time, management and our board of directors have evaluated a significant variety of potential acquisitions or strategic combinations, including potential transactions with strategic parties that could have resulted in a change of control.

In August of 2016, both Samuel Sato, Chief Executive Officer of Finish Line, and Peter Cowgill, Executive Chairman of JD Sports, attended the Olympic Games in Rio de Janeiro. At a brief meeting at that time, Mr. Cowgill and Mr. Sato had a conversation regarding potential consideration of a future strategic discussion, but no specific proposal was discussed.

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On April 14, 2017, Sports Direct International plc (to which we refer as “Sports Direct”) filed a Schedule 13D with the SEC reporting an economic interest in approximately 3.2 million Common Shares (representing approximately 7.9% of the outstanding Common Shares) resulting from the acquisition of derivative securities called “contracts for differences” or “CFDs” from a counterparty. Through such CFDs, Sports Direct indicated it had economic exposure to fluctuations in the market price of the Common Shares but it did not have voting or disposition power over any Common Shares.

On April 20, 2017, at the invitation of Mike Ashley, chief executive of Sports Direct, Mr. Sato, Ed Wilhelm, Finish Line’s Chief Financial Officer, and Chris Eck, Finish Line’s General Counsel, met with Mr. Ashley and other representatives of Sports Direct for dinner in Indianapolis. Mr. Ashley raised the possibility of collaboration between Finish Line and Sports Direct in the U.S. and the U.K. Mr. Ashley advised Finish Line’s representatives at that time that Sports Direct had no interest in acquiring Finish Line and did not seek representation on Finish Line’s board of directors. On April 25, 2017, our board of directors met by teleconference to consider the aforementioned Schedule 13D filed by Sports Direct and the commercial opportunity proposed by Sports Direct. On April 26, 2017, at the direction of our board of directors, Mr. Sato sent a communication to Sports Direct declining to pursue discussions on the proposed collaboration.

On May 5, 2017, a representative of a U.K. consulting firm representing Sports Direct wrote to Mr. Sato on behalf of Sports Direct seeking further discussion concerning the proposed collaboration between Sports Direct and Finish Line on opportunities both inside and outside the U.S., suggesting a meeting in the U.K. On May 22, 2017, Sports Direct filed an amendment to its Schedule 13D indicating that it had increased its economic exposure to Common Shares through additional CFDs, such that it had an economic interest in 5,499,554 Common Shares in the aggregate (representing approximately 13.6% of the Common Shares).

In response to Sports Direct’s May 5 suggestion of a meeting, Finish Line advised Sports Direct’s representative that, in advance of an in-person meeting, Finish Line would require Sports Direct to execute a customary standstill and nondisclosure agreement. Mr. Eck provided a draft of such agreement on May 24, 2017 to Sports Direct’s representative. Sports Direct never signed the agreement.

Concurrently in late May 2017, Finish Line’s management and members of its board of directors deliberated on whether Finish Line should adopt a shareholders rights plan in light of Sports Direct’s accumulation of a significant economic interest in Common Shares, as publicly disclosed in its Schedule 13D filings. After extensive discussion, in view of the facts that Sports Direct’s investment was a purely derivative economic position and that Finish Line had other deterrents to a hostile takeover bid available under Indiana law and its governing documents, and considering potential adverse consequences of adopting a rights plan, Finish Line management decided not to recommend adoption of a rights plan to the board of directors at that time.

In late May 2017, Mr. Cowgill contacted Mr. Sato and suggested JD Sports and Finish Line initiate a formal dialogue with respect to a potential collaboration or business combination. Mr. Sato agreed to arrange a video conference, which was later scheduled for June 7. On June 7, 2017, Mr. Sato, Glenn Lyon, the Chairman of Finish Line’s board of directors, and Mr. Cowgill participated in a video conference to gauge JD Sports’ interest in a potential business combination. Mr. Cowgill and the Finish Line representatives agreed to continue discussions and to plan an in-person meeting.

On July 14, 2017, counsel for Sports Direct sent a letter to Mr. Eck disclosing Sports Direct’s intention to acquire more than $161.5 million in Common Shares, which would exceed a regulatory threshold under U.S. antitrust law, and Mr. Ashley’s intention to file a notification with U.S. antitrust regulators. The letter further advised Mr. Eck that the filing by Mr. Ashley with U.S. antitrust regulators may cause Finish Line to be required to make a filing under U.S. antitrust regulations.

On July 27, 2017, Finish Line entered into a mutual confidentiality and standstill agreement with JD Sports (the “Confidentiality Agreement”). Over the next several weeks, JD Sports continued to evaluate a potential

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business combination with Finish Line based largely on publicly available information. Finish Line shared limited nonpublic information with JD Sports, mostly consisting of information about Finish Line’s strategic initiatives.

On August 2, 2017, Mr. Cowgill and Mr. Sato had a telephone call to plan an in-person meeting of management representatives of both companies on September 6.

On August 21, 2017, Sports Direct further amended its Schedule 13D filed with the SEC, disclosing that it had acquired direct ownership (for the first time), including voting and disposition power, of 3,174,200 Common Shares (representing approximately 7.91% of the Common Shares). Over the preceding weeks, Sports Direct had, in multiple amendments to its Schedule 13D, disclosed a gradual increase of its economic exposure to Common Shares through CFDs. By August 22, 2017, Sports Direct’s Schedule 13D, as amended, reported an economic interest through CFDs in 8,697,248 Common Shares (representing, in the aggregate with the Common Shares beneficially owned by Sports Direct, an interest in approximately 29.6% of the outstanding Common Shares) and further reported having sold put options (representing the obligation of Sports Direct to purchase shares at the option of the buyer of such put options; we refer hereinafter to sold put options as “short put options”) for an additional 4,346,300 Common Shares.

On August 25, 2017, Finish Line’s board of directors held a special meeting to review Finish Line’s financial results for its second fiscal quarter and to consider adoption of a shareholders rights plan. The board of directors considered, among other things, lack of clarity regarding the motives behind the recently disclosed share acquisition by Sports Direct and the board of directors’ skepticism regarding Sports Direct’s public disclosures, the risks that Sports Direct or other third parties may seek to exploit coercive or abusive takeover tactics that could deprive Finish Line’s shareholders of the opportunity to realize the full and fair value of their investment, and the possibility that such risks would be heightened during any market volatility following Finish Line’s impending earnings release. At the end of the meeting, the board of directors approved entry into a shareholders rights plan with a triggering threshold of 12.5%, which we refer to as the “rights plan”. The documentation for the rights plan was formally executed on August 28, 2017 and disclosed to the public after the close of markets that day.

Also after the close of markets on August 28, 2017, Finish Line announced preliminary results for its second quarter ended August 26, 2017 and a downward revision to its outlook for the fiscal year ending March 3, 2018. The following day, August 29, 2017, the closing price of the Common Shares was $8.50, with an intraday low of $6.90, down from $10.42 on the prior date and at its lowest level since 2009.

On August 29, 2017, Mr. Cowgill and Mr. Sato had a telephone call to refine plans for the anticipated September 6 in-person meeting. On September 6, 2017, Mr. Cowgill, Mr. Sato, Mr. Lyon and Mr. Wilhelm met in person in New York to make presentations concerning the strategic plans of each company and discuss the potential benefits of a business combination in greater detail.

On September 8, 2017, Mr. Cowgill telephoned Mr. Sato and advised Mr. Sato that the board of directors of JD Sports and Mr. Stephen Rubin, chairman of Pentland Group plc (“Pentland”), JD Sports’ majority shareholder, were supportive of Mr. Cowgill moving forward with further discussions with Finish Line.

On September 11, 2017, counsel for Sports Direct contacted Mr. Eck concerning treatment under the rights plan of the direct holdings and derivative positions (both CFD’s and short put options) of Sports Direct and its counterparty (Monecor (London) Limited, also known as ETX Capital, which we refer to as “ETX”) with respect to Common Shares. At Mr. Eck’s request, the board of directors’ outside counsel, Faegre Baker Daniels LLP, which we refer to as “FaegreBD”, posed written questions to counsel for Sports Direct concerning its derivative positions with respect to Common Shares and the derivative positions of ETX (which had reported on Schedule 13D on September 8, 2017, that it had also sold put options on the Common Shares). After receiving responsive correspondence from Sports Direct (in which Sports Direct’s counsel asserted that shares underlying its and

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ETX’s existing short put options should be grandfathered under the rights plan) and ETX, a representative of FaegreBD had a call with a representative of ETX on September 13 to confirm the terms of the CFDs between ETX and Sports Direct and to discuss the terms of a potential standstill agreement between Finish Line and ETX.

Also on September 13, 2017, a research analyst published a report speculating that it was likely that Sports Direct would acquire Finish Line. Finish Line’s closing stock price following the report on that date was $10.37, up from $9.74 on the prior date.

On September 15, 2017, ETX communicated to a representative of FaegreBD requesting that Finish Line confirm that its preexisting short put option positions were “grandfathered” under the rights plan in exchange for a limited standstill agreement. According to ETX, such “grandfathering” was intended to clarify that ETX would be permitted to acquire direct ownership of Common Shares underlying its preexisting short put option positions without such acquisitions (when aggregated with the Common Shares beneficially owned by ETX) triggering the rights plan.

On September 18, 2017, Finish Line’s board of directors, at a special meeting, discussed the ETX proposal. At the direction of our board of directors, FaegreBD declined to confirm favorable treatment under the rights plan of ETX’s short put option positions absent a meaningful voting and standstill agreement from ETX. ETX promptly requested reconsideration.

In response to an e-mail inquiry from counsel for Sports Direct, on September 22, 2017, FaegreBD confirmed that Finish Line had not agreed to afford Sports Direct’s short put option positions favorable treatment under the rights plan.

On September 27, 2017, Mr. Sato had a telephone call with Mr. Cowgill to inquire about JD Sports’ next steps in evaluating a potential business combination with Finish Line. Mr. Sato also responded to questions posed by Mr. Cowgill about some of the material presented by Finish Line management at the September 6 meeting in New York.

The morning of September 28, 2017, the New York Post published a story stating that Sports Direct was “in direct negotiations” to buy Finish Line and an acquisition could be announced “in coming weeks.”

Also on September 28, 2017, Finish Line’s board of directors met to discuss the possibility that, given market speculation, Finish Line would receive an unsolicited acquisition offer from Sports Direct or another potential acquirer, along with the possibility that Finish Line may receive an offer from JD Sports. Following discussion, the board of directors established the Special Committee, composed of independent directors William Carmichael, Richard Crystal, Stephen Goldsmith, and Catherine Langham, to identify, analyze, and evaluate one or more strategic transactions that may maximize shareholder value, including a possible sale of Finish Line.

Immediately following the September 28 meeting of our board of directors, the Special Committee held its initial meeting, at which a representative of FaegreBD was present. The Special Committee discussed its mandate and its process going forward and elected Mr. Carmichael as its chairman. The Special Committee also engaged FaegreBD as its legal counsel and determined to interview potential financial advisers to the Special Committee.

On September 29, 2017, ETX contacted FaegreBD making further inquiry regarding treatment under the rights plan of ETX’s short put option positions and the possibility of entering into a standstill agreement. In response, FaegreBD confirmed Finish Line had not agreed that ETX’s short put option positions were “grandfathered” under the rights plan.

On October 1, 2017, Mr. Sato had a call with Mr. Cowgill to provide further clarification concerning Finish Line information about which Mr. Cowgill had inquired on the September 27 call.

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On October 12 and 13, 2017, the Special Committee met separately with representatives of each of PJ SOLOMON and Houlihan Lokey to interview them to serve as financial advisers to the Special Committee. In connection with each interview, the Special Committee inquired as to the existence and nature of any material relationships that such firms may have with Finish Line, JD Sports or Pentland.

On October 13, 2017, Mr. Cowgill telephoned Mr. Sato to inform him that JD Sports was preparing a written indication of interest to purchase Finish Line that would be forthcoming shortly.

On October 16, 2017, JD Sports sent a preliminary non-binding written indication of interest to acquire Finish Line at a price of $13.00 to $14.50 per share, subject to confirmatory due diligence. JD Sports also requested a seven-week period of exclusivity to complete its due diligence and to negotiate a definitive merger agreement. Finish Line’s closing stock price on that date was $10.15 per share.

On October 18, 2017, Finish Line’s board of directors met with representatives of PJ SOLOMON and FaegreBD. PJ SOLOMON provided an overview of the retail footwear and sporting goods market segments as a whole, the preliminary proposal from JD Sports and other potential strategic and financial alternatives, including remaining an independent publicly-held company, and presented a preliminary financial analysis of Finish Line. FaegreBD advised the directors on their fiduciary duties in the strategic-review process, including in connection with a potential sale of Finish Line.

Immediately following the October 18 meeting of our board of directors, the Special Committee met with a representative of FaegreBD to discuss the engagement of financial advisers to the Special Committee. At the end of the discussion, the Special Committee determined to engage PJ SOLOMON as its financial adviser, subject to the negotiation of a customary engagement letter. The Special Committee also determined to engage Houlihan Lokey to provide a second fairness opinion with respect to the consideration to be received by the holders of Common Shares in a potential sale of Finish Line (subject to the negotiation of a customary engagement letter), should the Special Committee determine to consider recommending such a transaction. The Special Committee then asked the representatives of PJ SOLOMON to join the meeting to further discuss the proposal from JD Sports and the Special Committee’s possible responses to that proposal. At the end of the discussion, the Special Committee directed PJ SOLOMON to tell Barclays Bank plc (“Barclays”), JD Sports’ financial adviser, that the Special Committee was willing to grant JD Sports a limited period of exclusivity in the belief that Finish Line’s provision of additional non-public information would be expected to cause JD Sports to confirm its proposed valuation of Finish Line. The Special Committee also directed FaegreBD to negotiate an exclusivity agreement with JD Sports on substantially the terms discussed with the Special Committee.

During the meetings of Finish Line’s board of directors and the Special Committee on October 18, 2017, a representative of Sports Direct sent an email to Mr. Eck stating that Sports Direct was seeking confirmation that its short put options were “grandfathered” under Finish Line’s rights plan and reiterating Sports Direct’s desire to engage in discussions with Finish Line regarding a potential commercial relationship. The Special Committee was advised during its meeting of the receipt of this email.

On October 19, 2017, Barclays contacted FaegreBD to introduce a representative of Hughes Hubbard & Reed LLP, which we refer to as “Hughes Hubbard”, advising that Hughes Hubbard would serve as U.S. legal counsel to JD Sports in connection with a potential transaction.

Also on October 19, 2017, during a teleconference among Sports Direct, its counsel Finish Line and FaegreBD, Sports Direct and its counsel told Finish Line that either Sports Direct is exempted from the rights plan or its short put option positions should be “grandfathered.” Such communications also indicated Sports Direct continued to seek “commercial discussions” with Finish Line. Finish Line, through FaegreBD, declined commercial discussions with Sports Direct, noting Finish Line management is focused on other projects directed toward building shareholder value, and advised that Finish Line disagreed with Sports Direct’s interpretation of

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the rights plan. Nevertheless, FaegreBD indicated Finish Line may be willing to afford special rights plan relief if Sports Direct were to sign a voting agreement undertaking to cooperate with the recommendations of Finish Line’s board of directors.

Following contact by a representative of Hughes Hubbard, representatives of Hughes Hubbard and FaegreBD discussed on October 23, 2017, the import of the reported Sports Direct positions in, and exposure to, Finish Line securities.

On October 24, 2017, counsel for Sports Direct offered to provide a limited voting agreement but advised Finish Line that if Sports Direct’s positions were not accepted by Finish Line, Sports Direct would file suit against Finish Line and “seek a declaratory judgement of the Indiana Court as to whether the short put options would be grandfathered under the original Rights Plan.”

On October 25, 2017, Finish Line entered into a formal engagement letter with PJ SOLOMON confirming the engagement of PJ SOLOMON as financial adviser to the Special Committee in connection with various strategic alternatives, including a potential sale of Finish Line.

On October 27, 2017, counsel for Sports Direct affirmed that Sports Direct intended to file suit in Indiana to seek a declaratory judgment, claiming to have engaged Indiana counsel who was “drafting the complaint.”

On October 30, 2017, representatives of Barnes & Thornburg LLP (“Barnes & Thornburg”), counsel to Finish Line, contacted the representative of the Indiana law firm identified by counsel for Sports Direct and were not able to confirm that such firm had accepted engagement by Sports Direct.

Also on October 30, 2017, Finish Line and JD Sports entered into an agreement providing JD Sports with a period of exclusive negotiation rights through November 29, 2017, which period would automatically be extended through December 14, 2017 if JD Sports were actively pursuing the proposed acquisition of Finish Line in good faith as of November 29, 2017. On October 31, Finish Line provided JD Sports with access to an online data room of customary due diligence materials.

On November 1, 2017, ETX filed an amendment of its Schedule 13G with the SEC reporting that it had sold Finish Line shares reducing its beneficial ownership from approximately 3.9 million Common Shares to approximately 2.9 million (representing approximately 7.3% of Finish Line’s outstanding Common Shares).

Also on November 1, 2017, Sports Direct amended its Schedule 13D filing with the SEC disclosing that it had reduced its beneficial ownership of shares of Finish Line common stock from a number representing approximately 7.91% of Finish Line’s outstanding Common Shares to a number representing approximately 3.7%. In addition, however, Sports Direct disclosed economic exposure to 10,745,581 Common Shares through CFDs (representing, in the aggregate with the shares beneficially owned by Sports Direct, approximately 30.5% of the outstanding shares of Finish Line).

On November 1, 2017, members of Finish Line management, including Messrs. Sato, Wilhelm and Eck, and representatives of each of PJ SOLOMON and Barclays met in person in Chicago and gave a presentation to representatives of JD Sports regarding Finish Line and its strategic initiatives, operations and financial matters.

On November 2, 2017, counsel for Sports Direct advised Barnes & Thornburg that Sports Direct was continuing to work with the Indiana counsel for a potential lawsuit against Finish Line, but emphasized that Sports Direct continued to have interest in commercial discussions with Finish Line for collaboration in the U.S. At Finish Line’s direction, a representative of Barnes & Thornburg responded to counsel for Sports Direct confirming that Finish Line would not engage in such discussions, particularly in view of Sports Direct’s threat of litigation.

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On November 10, 2017, Finish Line formally engaged Houlihan Lokey to provide an opinion with respect to the fairness, from a financial point of view, of the consideration to be received by holders of Common Shares pursuant to a third-party acquisition proposal, should the Special Committee determine to consider recommending that alternative.

Also on November 10, 2017, Barnes & Thornburg and a representative of Indiana counsel for JD Sports discussed by telephone the application of Chapter 43 of the Indiana Business Corporation Law to potential transactions between Finish Line and Sports Direct or between Finish Line and JD Sports, respectively, and whether, depending on the underlying facts, Sports Direct, alone or with others, may be or have been a beneficial owner of more than 10% of the Common Shares, becoming an “interested shareholder,” under that law, and therefore barred from engaging in a business combination with Finish Line during a statutory moratorium. The conclusion was that additional information was needed as to the underlying facts.

On November 15, 2017, representatives of Hughes Hubbard delivered an initial draft of the Merger Agreement to representatives of Barnes & Thornburg and FaegreBD.

On November 22, 2017, a representative of Barnes & Thornburg provided to representatives of Hughes Hubbard a revised draft of the Merger Agreement and a proposed transaction timeline for discussion.

On November 29, 2017, Finish Line and JD Sports executed an amendment of the Confidentiality Agreement to provide more specifically for protection of third party data.

On November 30, 2017, representatives of Barnes & Thornburg and FaegreBD, Mr. Eck, and representatives of Hughes Hubbard participated in a teleconference to negotiate legal aspects of the Merger Agreement.

On December 4, 2017, a representative of Hughes Hubbard provided a revised draft of the Merger Agreement to representatives of Barnes & Thornburg and FaegreBD.

On December 5, 2017, the Special Committee held a meeting, which Mr. Sato, Mr. Wilhelm, and Mr. Eck attended along with representatives of PJ SOLOMON, FaegreBD, and Barnes & Thornburg. FaegreBD and Barnes & Thornburg reported to the Special Committee on the status of their negotiation of the Merger Agreement with Hughes Hubbard, noting that the principal open legal issues were the triggering events that could require Finish Line to pay a termination fee or expense reimbursement to JD Sports, the magnitude of such a fee or expense reimbursement, and certain provisions relating to the fiduciary duties of Finish Line’s board of directors following the execution and delivery of the Merger Agreement. PJ SOLOMON discussed the timing of the potential transaction, noting that the exclusivity period previously granted to JD Sports was scheduled to expire on December 14, 2017. Mr. Sato noted that Mr. Cowgill had invited him to a meeting in the United Kingdom the next day to discuss the potential merger. The Special Committee directed Mr. Sato to attend the meeting, asking him to share the Special Committee’s desire for greater certainty regarding the timing of a potential transaction as well as JD Sports’ current views on the valuation of Finish Line. The meeting concluded with Mr. Wilhelm reporting on the preliminary financial results of Finish Line’s recently completed third fiscal quarter.

On December 6, 2017, Mr. Sato met with Mr. Cowgill in Manchester, United Kingdom. During the meeting, Mr. Sato answered a wide variety of financial and operational due diligence questions, and Messrs. Sato and Cowgill discussed general industry conditions and trends.

On December 8, 2017, the Special Committee held a meeting, which Messrs. Sato, Wilhelm, and Eck attended along with representatives of PJ SOLOMON and FaegreBD. Mr. Sato reported on his December 6 meeting with Mr. Cowgill and on the likely timing for a potential transaction and a firmer indication of value from JD Sports.

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Mr. Sato and Mr. Cowgill had further telephone calls on December 12 and December 13, 2017, during which Mr. Sato responded to further due diligence questions from Mr. Cowgill.

On December 13, 2017, a representative of Barnes & Thornburg provided a revised draft of the Merger Agreement to Hughes Hubbard. The draft reflected that material open legal issues generally revolved around the size of, and triggers for, the termination fee that would be payable to JD Sports if Finish Line were to accept an unsolicited superior offer after signing of the Merger Agreement. Mr. Carmichael reported to the full board of directors on the status of discussions with JD Sports, noting imminent expiration of the JD Sports exclusivity agreement and the absence of any firm proposal.

On December 14, 2017, the Special Committee held a meeting, which Messrs. Sato, Wilhelm, and Eck attended along with representatives of PJ SOLOMON, FaegreBD, and Barnes & Thornburg. Mr. Sato reported on the timing of the potential transaction and on the status of JD Sports’ due diligence investigation. Representatives of PJ SOLOMON discussed certain illustrative financial analyses. The Special Committee instructed Mr. Sato to contact Mr. Cowgill to inquire about JD Sports’ plans and proposed timing in view of the expiration of the exclusivity period. Later that day, Mr. Sato called Mr. Cowgill to discuss the status of JD Sports’ plans and timing. At the end of that day, Finish Line’s exclusivity agreement with JD Sports expired and was not extended by the parties.

On December 15, 2017, Mr. Cowgill called Mr. Sato to provide further clarification from JD Sports’ board of directors regarding anticipated transaction timing.

After the period of exclusivity with JD Sports lapsed, the Special Committee, after hearing from PJ SOLOMON, decided not to contact other potential bidders. PJ SOLOMON advised Finish Line on a number of strategic opportunities and initiatives over recent years and was very familiar with Finish Line, its industry and potential strategic partners, as well as potential private equity investors. The Special Committee determined that there were unlikely to be alternative bidders that would be both viable and competitive with the transaction being proposed by JD Sports. In addition, notwithstanding public speculation in the media that Finish Line was in merger talks, no inquiries had been forthcoming from any other potential bidder. The Special Committee was also concerned that a broader marketing process might create concern among Finish Line’s key suppliers, which could be detrimental to Finish Line.

On December 19, 2017, Sports Direct filed an amendment of its Schedule 13D with the SEC reporting the sale of options (granting third parties the right to buy shares from Sports Direct) for 1,480,000 shares (representing approximately 3.7% of Finish Line’s outstanding shares).

Mr. Sato called Mr. Cowgill on December 20, 2017 to request a further update on JD Sports’ progress toward a more formal offer and planning considerations. JD Sports is listed on the London Stock Exchange and thus subject to the UK Listing Rules. The proposed transaction, because of the size of the acquisition of Finish Line in relation to JD Sports, would be a Class 1 transaction under the UK Listing Rules and would therefore be subject to, among other things, approval of the shareholders of JD Sports by simple majority of votes cast in favor of the transaction. Finish Line requested that Pentland, majority shareholder of JD Sports, would deliver an irrevocable undertaking to JD Sports to vote its JD Sports shares in favor of the transaction at the JD Sports shareholder meeting that would vote on the transaction. In connection therewith, Mr. Cowgill offered to arrange a meeting between Mr. Sato and Mr. Rubin to occur in Florida in early January to obtain greater insight into whether Pentland had views of the proposed transaction.

On December 21, 2017, Finish Line reported its earnings for its recently-completed third fiscal quarter. Finish Line’s closing stock price on that date was $13.20 per share, up from $11.69 at the close of the prior day.

On January 3, 2018, Mr. Sato met in Florida with Mr. Rubin to discuss Finish Line’s perspective on the proposed transaction. Without engaging in any specific discussion, Mr. Rubin stated that he continued to support

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the proposed acquisition of Finish Line by JD Sports, despite the recent increase in Finish Line’s stock price, but he also noted a desire to avoid JD Sports taking on too much debt in connection with an acquisition. Mr. Sato suggested that representatives of Finish Line and of JD Sports analyze potential structures for financing the acquisition, including the possible use of untapped debt capacity at Finish Line. Later that day, Mr. Sato called Mr. Cowgill to relay the substance of Mr. Sato’s meeting with Mr. Rubin.

On January 4, 2018, Mr. Wilhelm and representatives of PJ SOLOMON had a telephone call with representatives of JD Sports to discuss possible financing structures to facilitate the potential acquisition.

Mr. Sato called Mr. Cowgill on January 10, 2018, to obtain an update on JD Sports’ progress toward making a formal offer for Finish Line.

On January 11, 2018, the Special Committee held a meeting, which Messrs. Sato, Wilhelm, and Eck attended along with representatives of PJ SOLOMON, FaegreBD, and Barnes & Thornburg. Mr. Sato reported on his recent discussions with Messrs. Rubin and Cowgill, and Mr. Wilhelm and representatives of PJ SOLOMON reported on the progress that JD Sports had made on financing of the potential acquisition.

Beginning in late September 2017, Mr. Eck and Mr. Wilhelm received and responded, from time to time, to routine investor phone and email inquiries from Liam Rowley, Sports Direct’s director of strategic investment. On January 18, 2017, Mr. Rowley visited Finish Line in Indianapolis. Mr. Eck and Mr. Wilhelm met him for lunch and toured a local Finish Line store. Discussions were limited to publicly available information.

On January 23, 2018, Mr. Cowgill telephoned Mr. Sato and informed him that the board of directors of JD Sports had affirmed continued support for the potential transaction.    Mr. Sato posed clarifying questions regarding JD Sports’ expectations in terms of timing. Mr. Cowgill phoned Mr. Sato on January 26, 2018, to clarify JD Sports’ expectations after conferring with JD Sports’ board of directors and Mr. Rubin.

On February 2, 2018, Finish Line’s board of directors held a meeting, which Messrs. Wilhelm and Eck attended along with representatives of FaegreBD and Barnes & Thornburg. During the meeting, Messrs. Carmichael and Sato gave an update regarding JD Sports’ due diligence investigation of Finish Line, including a series of in-person diligence meetings planned to occur in Indianapolis during the week of February 5.

During the last week of January and the first two weeks of February 2018, Barnes & Thornburg, FaegreBD and Hughes Hubbard continued negotiations on the Merger Agreement and other transaction documentation. On February 5, 2018, representatives of JD Sports, Hughes Hubbard, Barnes & Thornburg, FaegreBD and Mr. Eck met in Indianapolis to negotiate open issues under the Merger Agreement and ancillary documents. During the week of February 5, 2018, representatives of JD Sports and Barclays held a number of due diligence meetings with Finish Line’s executive officers and their advisors in Indianapolis. On February 7, 2018 Mr. Sato and Mr. Wilhelm met with Mr. Cowgill and other representatives of JD Sports to respond to due diligence questions and to review the fourth quarter fiscal 2018 financial projection. On February 13, 2018, internal counsel for JD Sports communicated a number of comments on Finish Line’s most recent draft of the Merger Agreement to Mr. Eck.

On February 16, 2018, JD Sports, citing concerns regarding Finish Line’s financial performance for its fiscal 2018 fourth quarter currently underway and the ability of Finish Line to meet management’s financial projections for its fiscal year ending February 2018, sent a revised non-binding written indication of interest to acquire Finish Line at price of $11.50 per share and proposing that the definitive Merger Agreement would contain a termination fee payable to JD Sports equal to 5% of the transaction value in certain circumstances. Finish Line’s closing stock price on that date was $10.15 per share.

On the instructions of the Special Committee, between February 17 and 19, 2018, representatives of PJ SOLOMON held a number of calls with Mr. Cowgill to discuss JD Sports’ revised proposal. The PJ SOLOMON representatives advised Mr. Cowgill that the Special Committee did not find the proposal a suitable basis for

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continued discussions. In response, Mr. Cowgill expressed a willingness to discuss potential improvements in the proposed valuation of Finish Line.

On February 20, 2018, Sports Direct filed an amendment to its Schedule 13D with the SEC reporting acquisition of 1,000,000 Common Shares upon exercise of short put options, raising its direct ownership percentage to 3,972,100 Common Shares (representing approximately 9.9% of Finish Line’s outstanding shares). In addition, Sports Direct disclosed an economic interest in 8,856,181 Common Shares through CFDs (representing, in the aggregate with the shares beneficially owned by Sports Direct, approximately 31.8% of the outstanding shares of Finish Line).

On February 22, 2018, the Special Committee held a meeting, which Messrs. Sato and Wilhelm attended along with representatives of PJ SOLOMON and FaegreBD. Messrs. Sato and Wilhelm reported on Finish Line’s recent financial performance in the current fourth fiscal quarter and on management’s revised preliminary financial projections for the fiscal year ending February 2019. Representatives of PJ SOLOMON analyzed JD Sports’ February 16 proposal in the context of certain illustrative financial analyses. At the conclusion of the discussions, the Special Committee directed PJ SOLOMON to make a counter proposal to JD Sports for the acquisition of Finish Line at $13.75 per share and a termination fee of 3% of the transaction value. A representative of PJ SOLOMON conveyed the counterproposal to Mr. Cowgill by telephone later that day. Finish Line’s closing stock price on that date was $10.35 per share.

On February 28, 2018, Mr. Cowgill called PJ SOLOMON to gauge the Special Committee’s willingness to consider a revised proposal of $12.50 per share. The representatives of PJ SOLOMON indicated their belief that the Special Committee would not look favorably upon that valuation.

On March 5, 2018, Mr. Cowgill called PJ SOLOMON to state that the board of directors of JD Sports may be willing to consider a revised proposal of $12.50 to $12.75 per share. Based on directions provided by the Special Committee, the representatives of PJ SOLOMON indicated that the Special Committee would expect JD Sports to offer no less than the low end of the range that JD proposed in its initial indication of interest on October 16, 2017.

On March 6, 2018, Mr. Cowgill called PJ SOLOMON to state that the board of directors of JD Sports had authorized him to convey a revised offer of $13.00 per share. Finish Line’s closing stock price on that date was $10.95 per share.

On March 7, 2018, the Special Committee held a meeting, which Messrs. Sato, Wilhelm, and Eck attended along with representatives of PJ SOLOMON, Houlihan Lokey, and FaegreBD. Mr. Wilhelm reported on Finish Line’s preliminary financial results for its recently-completed fourth fiscal quarter and on management’s revised preliminary financial projections for the fiscal year ending February 2019. Representatives of PJ SOLOMON analyzed JD Sports’ March 6 proposal in the context of certain illustrative financial analyses. At the conclusion of the discussions, the Special Committee directed PJ SOLOMON to make a final counter proposal to JD Sports for the acquisition of Finish Line at $13.50 per share, a termination fee of 4% of the transaction value, and a deadline for JD Sports to accept the Special Committee’s proposal no later than March 9. PJ SOLOMON conveyed the Special Committee’s counter proposal to Mr. Cowgill later that day. Finish Line’s closing stock price on that date was $10.46 per share.

Between March 8 and March 19, 2018, there were frequent communications between PJ SOLOMON and Mr. Cowgill and, secondarily, representatives of Barclays, by telephone and email regarding the status of JD Sports’ evaluation of Finish Line’s counterproposal and to respond to questions from JD Sports.

On March 19, 2018, Mr. Cowgill called PJ SOLOMON to state that the board of directors of JD Sports had authorized him to convey a revised offer of $13.50 per share so long as the definitive Merger Agreement would contain a termination fee payable to JD Sports equal to 5% of the transaction value. Finish Line’s closing stock price on that date was $10.36 per share.

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Between March 19 and 24, 2018, after consultation with Mr. Carmichael, Finish Line, Barnes & Thornburg and FaegreBD reengaged with JD Sports and Hughes Hubbard on the negotiation and preparation of the Merger Agreement and the other transaction documents. During this period, with the authorization of the Special Committee, Finish Line’s management discussed employee incentive arrangements and communication plans relating to the transaction announcement with JD Sports management. Finish Line also provided JD Sports with additional confirmatory diligence information that had previously been withheld due to its commercially sensitive nature.

On March 21, 2018 Mr. Sato and Mr. Wilhelm reviewed and presented to the board of directors a financial projection for fiscal year 2018, 2019, 2020 and 2021. The board of directors approved the three-year plan as presented. See “Certain Projected Financial Information” beginning on page 62.

After initial discussions as to whether Pentland would be willing to deliver the aforementioned irrevocable undertaking, counsel for JD Sports in a teleconference with counsel for Finish Line advised on March 23, 2018 that Pentland would be willing to do so, provided that its voting obligations would not apply in the event the JD Sports board of directors changed its recommendation to vote in favor of the transaction. Following discussion by counsel to JD Sports and counsel to Finish Line, the Special Committee deliberated and objected to Pentland’s proposed qualification. PJ SOLOMON so advised JD Sports.

On March 24, 2018, Finish Line’s board of directors and the Special Committee held a joint meeting, which Messrs. Wilhelm and Eck attended along with representatives of PJ SOLOMON, Houlihan Lokey, Barnes & Thornburg, and FaegreBD. Representatives of Barnes & Thornburg and FaegreBD summarized the material terms and conditions of the Merger Agreement and related ancillary documents and advised the directors regarding their fiduciary duties in the context of a sale of Finish Line. Representatives of PJ SOLOMON reviewed and discussed their financial analyses and representatives of Houlihan Lokey reviewed and discussed their preliminary financial analyses (taking into account market conditions as of March 22, 2018) with respect to the $13.50 per-share consideration offered by JD Sports with the Special Committee and the board of directors. The board of directors and the Special Committee discussed the proposed merger and the Merger Agreement (including Pentland’s proposed qualification of its irrevocable undertaking) in light of the prospects of Finish Line continuing as a stand-alone public company. At the conclusion of the discussion, Finish Line’s board of directors and the Special Committee directed Finish Line’s legal advisers to confirm to JD Sports that, in order to be willing to enter into the Merger Agreement and to recommended approval of the Merger Agreement to Finish Line’s shareholders, they would require JD Sports to deliver to Finish Line an irrevocable undertaking from Pentland to the effect that it would vote its JD Sports shares in favor of the transaction and against any resolution, proposal or motion that the approval of the transaction by the shareholders of JD Sports be withdrawn or otherwise not be voted on, without the aforementioned qualification of such voting obligations requested by Pentland. Moreover, Finish Line’s board of directors and the Special Committee directed Finish Line’s legal advisers to finalize the Merger Agreement and related documents on the terms directed by the Board and the Special Committee, in order to be prepared should Pentland agree to concede the requested qualification of its voting obligations. In a teleconference, JD Sports, its counsel and counsel to Finish Line further discussed the request by Finish Line’s board of directors and the Special Committee with respect to the irrevocable undertaking.

On Sunday, March 25, 2018, at the request of the boards of directors of JD Sports and Finish Line and the Special Committee, Pentland agreed to deliver the irrevocable undertaking without the aforementioned qualification. JD Sports advised PJ SOLOMON of this outcome. Barnes & Thornburg and FaegreBD worked with Hughes Hubbard to finalize the Merger Agreement and related documents on the terms directed by Finish Line’s board of directors and the Special Committee. Later that day, Finish Line’s board of directors and the Special Committee held a joint meeting, which Messrs. Wilhelm and Eck attended along with representatives of PJ SOLOMON, Houlihan Lokey, Barnes & Thornburg, and FaegreBD. At the meeting:

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Following those reports:

The parties executed the Merger Agreement in the evening of March 25, 2018, and JD Sports and Finish Line each issued a press release early on Monday, March 26, 2018, announcing the parties’ entry into the Merger Agreement. In a separate news release early on Monday, March 26, 2018, Finish Line also announced preliminary fourth quarter and full year results for fiscal 2018.

Finish Line’s Reasons for the Merger; Recommendation of Finish Line’s Board of Directors

In evaluating the Merger Agreement, the proposed merger, and the other transactions contemplated by the Merger Agreement, Finish Line’s board of directors and Special Committee consulted with Finish Line’s senior management, outside legal counsel, and PJ SOLOMON, its outside financial advisor. At a meeting held on March 25, 2018, Finish Line’s board of directors unanimously determined that the Merger Agreement is advisable, fair, and in the best interests of Finish Line, its shareholders, and other important constituents. Accordingly, the board adopted and approved the Merger Agreement and unanimously recommends that Finish Line’s shareholders vote “FOR” the approval of the Merger Agreement and the merger.

In recommending that Finish Line’s shareholders vote their Common Shares in favor of the proposal to approve the Merger Agreement, Finish Line’s board of directors and the Special Committee also considered a number of factors potentially weighing in favor of the merger, including the following (which are not presented in order of relative importance):

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In their deliberations concerning the merger and the other transactions contemplated by the Merger Agreement, Finish Line’s board of directors and the Special Committee also considered and balanced against the factors potentially weighing in favor of the merger a number of uncertainties, risks, restrictions and other factors potentially weighing against the merger, including the following (not necessarily in order of relative importance):

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After taking into account all of the factors set forth above, as well as others, Finish Line’s board of directors and the Special Committee concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to Finish Line’s shareholders.

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The foregoing discussion of factors considered by Finish Line’s board of directors and the Special Committee is not intended to be exhaustive, but summarizes the material factors considered by the board of directors and the Special Committee. In light of the variety of factors considered in connection with their evaluation of the merger, the board of directors and the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the board of directors and the Special Committee applied his or her own personal business judgment to the process and may have given different weight to different factors. The board of directors and the Special Committee did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The board of directors and the Special Committee based their recommendations on the totality of the information presented, including thorough discussions with, and questioning of, Finish Line’s senior management, PJ SOLOMON and legal counsel. It should be noted that this explanation of the reasoning of the board of directors and the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statements Concerning Forward-Looking Information” beginning on page 19.

Negotiations, Transactions, or Material Contacts

Except as set forth above or elsewhere in this proxy statement, neither JD Sports nor Merger Sub, nor any of their respective directors, executive officers, or other affiliates, had any negotiations, transactions, or material contacts with Finish Line or any of our directors, executive officers, or other affiliates during the past two years that would require disclosure under the rules and regulations of the SEC applicable to this proxy statement.

Opinions of the Finish Line Special Committee’s Financial Advisors

PJ SOLOMON

Pursuant to an engagement letter dated October 25, 2017, the Special Committee retained PJ SOLOMON to act as a financial and strategic advisor to the Special Committee in connection with the merger. PJ SOLOMON is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions. The Special Committee selected PJ SOLOMON to act as a financial and strategic advisor to it in connection with the merger on the basis of PJ SOLOMON’s experience in transactions similar to the merger, its reputation in the investment community, and its familiarity with Finish Line’s industry and business, among other things.

On March 25, 2018, at a joint meeting of the Special Committee and the board held to evaluate the merger, PJ SOLOMON delivered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated March 25, 2018, to the effect that, as of the date of PJ SOLOMON’s opinion and based upon and subject to various assumptions and limitations described in its opinion, the per share Merger Consideration proposed to be received by the holders of Common Shares (other than JD Sports and its affiliates) pursuant to the Merger Agreement was fair from a financial point of view to such holders. PJ SOLOMON’s opinion was addressed to the Special Committee and provided for the information and assistance of the Special Committee (in its capacity as such) and, and the request of the Special Committee, the board (in its capacity as such) in connection with their consideration of the merger.

The full text of PJ SOLOMON’s written opinion, which sets forth the assumptions made, procedures followed, matters considered, limitations on and scope of the review by PJ SOLOMON in rendering PJ SOLOMON’s opinion, is attached as Appendix B and is incorporated herein by reference. PJ SOLOMON’s opinion was directed only to the fairness of the per share Merger Consideration proposed to be received by the holders of Common Shares (other than JD Sports and its affiliates) pursuant to the Merger Agreement from a financial point of view, was provided for the information of the Special Committee and the board in connection with their evaluation of the merger, did not address any other aspect of the merger and did not

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express any opinion or view as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Finish Line or in which Finish Line might engage or as to Finish Line’s underlying business decision to proceed with or effect the merger. PJ SOLOMON’s opinion also expressed no opinion or recommendation as to how any holder of Common Shares should vote or act in connection with the merger or any related matter. The summary of PJ SOLOMON’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Holders of Common Shares are urged to read PJ SOLOMON’s opinion carefully and in its entirety. PJ SOLOMON has consented to the inclusion of PJ SOLOMON’s opinion in this proxy statement.

In arriving at its opinion, PJ SOLOMON, among other things:

PJ SOLOMON assumed and relied upon the accuracy and completeness of the information reviewed by PJ SOLOMON for the purposes of its opinion and PJ SOLOMON did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. PJ SOLOMON relied on assurances of the management of Finish Line that they were not aware of any facts or circumstances that would make information provided by or on behalf of Finish Line inaccurate or misleading in any respect material to PJ SOLOMON’s opinion. With respect to the financial projections, PJ SOLOMON assumed that the financial projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of management of Finish Line of the future financial performance of Finish Line. PJ SOLOMON expressed no views as to the reasonableness of any such financial projections or the assumptions on which they are based. PJ SOLOMON did not conduct a physical inspection of the facilities or property of Finish Line. PJ SOLOMON did not assume any responsibility for or perform any independent valuation or appraisal of the assets or liabilities of Finish Line, nor was PJ SOLOMON furnished with any such valuation or appraisal. Furthermore, PJ SOLOMON did not consider any tax, accounting or legal effects of the merger or the transaction structure on any person or entity.

PJ SOLOMON assumed that the final form of the merger agreement would be substantially the same as the last draft reviewed by PJ SOLOMON and would not vary in any respect material to PJ SOLOMON’s analysis.

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PJ SOLOMON also assumed that the merger would be consummated in accordance with the terms of the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement (including, without limitation, the consideration to be paid to the holders of Common Shares in the merger), and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Finish Line or the contemplated benefits of the merger. PJ SOLOMON further assumed that all representations and warranties set forth in the Merger Agreement were true and correct as of all the dates made or deemed made and that all parties to the Merger Agreement will comply with all covenants of such parties thereunder. PJ SOLOMON noted that under the terms of the Merger Agreement, Finish Line is permitted to declare a quarterly dividend in an amount not to exceed $0.115 per Common Share on or about April 19, 2018, and at Finish Line’s direction PJ SOLOMON assumed for purposes of its analysis that Finish Line will declare and pay such $0.115 per Common Share quarterly dividend.

PJ SOLOMON’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to PJ SOLOMON as of, March 25, 2018. In particular, PJ SOLOMON did not express any opinion as to the prices at which the Common Shares may trade at any future time or as to the impact of the merger on the solvency or viability of Finish Line, JD Sports, or Merger Sub or the ability of Finish Line, JD Sports, or Merger Sub to pay their respective obligations when they come due. Furthermore, PJ SOLOMON’s opinion did not address Finish Line’s underlying business decision to undertake the merger, and PJ SOLOMON’s opinion did not address the relative merits of the merger as compared to any alternative transactions or business strategies that might be available to Finish Line. PJ SOLOMON’s opinion did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding entered into in connection with the merger or otherwise except as expressly identified therein.

In arriving at its opinion, PJ SOLOMON was not authorized to solicit, and did not solicit, interest from any party with respect to a merger or other business combination transaction involving Finish Line or any of its assets and was not authorized to evaluate and did not evaluate any other merger or other business combination transaction involving Finish Line or any other strategic or financial transaction.

The following summarizes the significant financial analyses performed by PJ SOLOMON and provided to, and reviewed with, the Special Committee and the board on March 25, 2018, in connection with the delivery of PJ SOLOMON’s opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand PJ SOLOMON’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of PJ SOLOMON’s financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by PJ SOLOMON, nor does the order of analyses described represent relative importance or weight given to those analyses by PJ SOLOMON. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before March 23, 2018, and is not necessarily indicative of current market conditions. Certain of the financial analyses constitute or are based upon forward-looking statements. See “Cautionary Statements Concerning Forward-Looking Information” elsewhere in this proxy statement.

Historical Finish Line Share Trading Analysis

PJ SOLOMON reviewed the historical trading prices and volumes for the Common Shares for the 52-week period ending March 23, 2018, the last full trading day before the announcement of the merger agreement. In addition, PJ SOLOMON analyzed the consideration to be paid to holders of Common Shares pursuant to the Merger Agreement in relation to, among other things, (i) the closing price per Common Share as of March 23, 2018, (ii) the closing price per Common Share on October 13, 2017, the last full trading day before JD Sports submitted its indication of interest to acquire Finish Line on October 16, 2017, (iii) the highest closing price per

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Common Share for the 52-week period ending March 23, 2018, (iv) the lowest closing price per Common Share for the 52-week period ending March 23, 2018, (v) the 30-calandar-day volume weighted average price per Common Share for the period ending March 23, 2018, (vi) the 60-calandar-day volume weighted average price per Common Share for the period ending March 23, 2018, and (vii) the 90-calandar-day volume weighted average price per Common Share for the period ending March 23, 2018.

This analysis indicated that the price per Common Share to be paid to holders of Common Shares pursuant to the merger agreement represented:

PJ SOLOMON also analyzed the enterprise value (which represents the equity value plus book values of total debt, including preferred stock and minority interest, less cash) (“EV”) calculated based on the closing price per Common Share as of March 23, 2018. This analysis indicated that the EV of $480.9 million, calculated based on the $13.50 per share Merger Consideration to be received by holders of Common Shares in connection with the merger, represented a premium of 37.7% to the EV of $349.2 million based on the closing price per Common Share as of March 23, 2018.

Equity Research Analyst Price Targets

PJ SOLOMON reviewed selected public market trading price targets for the Common Shares prepared and published by each of 13 Wall Street research analysts that published or confirmed price targets as of March 23, 2018. PJ SOLOMON reviewed the most recent 12-month price target published by each analyst as of such date. These targets reflect each analyst’s estimate of the public market trading price of the Common Shares within 12 months from the time the price target was published. As of March 23, 2018, the range of selected equity analyst price targets for the Common Shares was from $8.00 to $15.00 per Common Share, with a mean of $12.31 per Common Share and a median of $13.00 per Common Share.

The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for the Common Shares, and these estimates are subject to uncertainties, including the future financial performance of Finish Line and future financial market conditions.

Analysis of Selected Publicly Traded Companies

In order to assess how the public market values shares of selected publicly traded companies that PJ SOLOMON deemed relevant in its professional judgment, PJ SOLOMON reviewed and compared selected financial information concerning Finish Line with similar information using publicly available information of the

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following publicly traded companies, which PJ SOLOMON divided into a footwear retailers category and a sporting goods retailers category:

Footwear Retailers

Sporting Goods Retailers

These companies are referred to herein as the “selected companies.” These companies were selected by PJ SOLOMON based on their respective sizes, industries, growth trajectories and geographic footprint.

PJ SOLOMON calculated and compared various financial multiples, including, among other things:

The tables below summarize the results of these calculations:

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Based on its professional judgment and after taking into consideration, among other things, the observed data for the selected companies as of March 23, 2018, PJ SOLOMON developed the following reference ranges of trading valuation multiples for the selected companies and applied them to Finish Line’s financial statistics:

PJ SOLOMON then adjusted this range of implied values per Common Share by applying to them an illustrative “control premium” of 30.7%, which reflects the median one-day premium paid in announced transactions for U.S. based targets, in which at least a 50% stake was acquired, with enterprise values ranging from $350 million to $650 million between December 2014 and March 2018, excluding companies in the finance industry (which, in the professional judgment of PJ SOLOMON, were not relevant), as reported by FactSet. PJ SOLOMON selected these transactions as the appropriate reference group for this analysis based on the enterprise value of Finish Line. The implied per Common Share values, including a “control premium,” resulting from this analysis were as follows:

For the purposes of the selected public company analysis, PJ SOLOMON used those historical financial results Finish Line reported in its most recent public filings as of March 23, 2018, and certain financial forecasts prepared by Finish Line management for the calendar years ending December 31, 2018 and 2019, prepared as described in “– Certain Projected Financial Information” beginning on page 62.

Based on PJ SOLOMON’s professional judgment and after taking into consideration, among other things, the observed data described above, PJ SOLOMON selected a valuation range for the Common Shares of $7.15 to $14.21 per share excluding a control premium, reflecting the range of the implied per share values of the four financial metrics considered by PJ SOLOMON after excluding the high and low valuations of that range, and a valuation range for the Common Shares of $9.35 to $18.57 per share including a control premium, reflecting the range of the implied per share values of the four financial metrics considered by PJ SOLOMON after excluding the high and low valuations of that range, in each case compared to the $13.50 per share merger consideration to be received by holders of Common Shares in connection with the merger.

No company used in this analysis is identical to Finish Line. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Finish Line was compared.

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Analysis of Selected Precedent Transactions

To analyze the valuation of the per share Merger Consideration to be received by holders of Common Shares relative to the consideration received by stockholders in other similar transactions, PJ SOLOMON prepared an analysis of selected precedent transactions.

Using publicly available information, PJ SOLOMON reviewed non-vertical, retail transactions which were announced over the past three years. PJ SOLOMON then used its professional judgment to select the relevant transactions provided in the list below:

These transactions are referred to herein as the “selected precedent transactions.”

For each of the selected precedent transactions, PJ SOLOMON calculated and compared the enterprise value implied by the transaction as a multiple of the LTM EBITDA (a “EV/LTM EBITDA Multiple”) of the target company, based on amounts disclosed in public filings, company press releases and other public sources. The results of this analysis reflected a range of EV/LTM EBITDA Multiples of 4.7x to 7.7x for the selected precedent transactions.

Based on PJ SOLOMON’s professional judgment and after taking into consideration, among other things, the observed data described above, PJ SOLOMON calculated an illustrative range of implied values per Share by applying a range EV/LTM EBITDA Multiples of 4.5x to 7.5x of Finish Line. This analysis resulted in an illustrative range of implied equity values of $12.03 to $18.79 per Common Share, as compared to the $13.50 per share merger consideration to be received by holders of Common Shares in connection with the merger.

Illustrative Discounted Cash Flow Analysis

PJ SOLOMON performed an illustrative discounted cash flow analysis of Finish Line using Finish Line’s financial forecasts for the period beginning on March 1, 2018 through the fiscal year ending February 28, 2021 and other information and data provided by Finish Line’s management to calculate the present value of the estimated unlevered after-tax free cash flows projected to be generated by Finish Line. For purposes of its illustrative discounted cash flow analysis, PJ SOLOMON utilized a range of terminal values multiples from 3.5x to 5.5x, applied to Finish Line’s estimated EBITDA for the fiscal year ending February 28, 2021. PJ SOLOMON derived these terminal values in its professional judgment based on historical trading valuation multiples for Finish Line and the trading valuation multiples developed by PJ SOLOMON in its selected companies analysis. The cash flows and terminal values were then discounted to present value as of March 23, 2018 using various discount rates ranging from 11.0% to 13.0%, which range was selected based on PJ SOLOMON’s professional judgment and after taking into consideration, among other things, an estimate of the weighted average cost of capital of the Company and certain other companies deemed comparable to Finish Line by PJ SOLOMON in its professional judgment.

The estimates of free cash flow for Finish Line for the period beginning on March 1, 2018 through the fiscal year ending February 28, 2021were derived by PJ SOLOMON using the earnings before interest and taxes, or “EBIT,” set forth in Finish Line’s forecasts. Using the EBIT provided in such forecasts and Finish Line provided projected tax rate, PJ SOLOMON first calculated tax-effected EBIT for 2019 through 2021. PJ SOLOMON then added depreciation and amortization estimates set forth in Finish Line’s forecasts, and subtracted the estimated expenditures and changes in net working capital set forth in Finish Line’s forecasts.

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Based on the foregoing, this analysis yielded a range of net present values from $10.57 to $14.49 per share, as compared to the $13.50 per share Merger Consideration to be received by holders of Common Shares in connection with the merger.

Other

Although not a basis of PJ SOLOMON’s opinion, PJ SOLOMON performed for the informational purposes of the Special Committee and the board an illustrative analysis of the implied present values per Common Share, as of March 23, 2018, based on theoretical future values of the Common Shares, as of the last day of each fiscal year from 2019 through 2021, derived by PJ SOLOMON based on Finish line’s financial forecasts described in “– Certain Projected Financial Information” beginning on page 62.

Using Finish Line’s financial forecasts, PJ SOLOMON derived a range of theoretical values per Common Share as of the last day of each fiscal year from 2019 through 2021, by applying, with respect to each such date, illustrative EV/LTM EBITDA Multiples of 3.5x to 5.5x to derive future enterprise value, as adjusted for forecasted changes in total cash as of such date as reflected in Finish Line’s financial forecasts, to derive ranges of implied equity values per Common Share as of such dates. As noted above, PJ SOLOMON assumed that Finish Line’s financial forecasts were reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of Finish Line.

By applying a discount rate of 12.0%, reflecting an estimate of Finish Line’s cost of equity, PJ SOLOMON discounted to present value, as of March 23, 2018, the ranges of theoretical values of the Common Shares, as of the last day of each fiscal year from 2019 through 2021. PJ SOLOMON also assumed payments of projected quarterly dividends of $0.115 per Common Share, growing by $0.04 per Common Share annually from the 2019 fiscal year through the 2021 fiscal year, and discounted the projected quarterly dividend payments to present value, as of March 23, 2018, by applying the same discount rate of 12.0%. PJ SOLOMON then compared the $13.50 in cash per share to be paid to the holders (other than JD Sports and its affiliates) of Common Shares pursuant to the Merger Agreement, to the range of illustrative present values per Common Share of $9.58 to $14.38, which is the range derived from this analysis when calculating the implied present values per Common Share plus assumed dividend payments as of the last day of each fiscal year from 2019 through 2021.

Miscellaneous

In arriving at PJ SOLOMON’s opinion, PJ SOLOMON performed a variety of financial analyses, the material portions of which are summarized above. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, such an opinion is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, PJ SOLOMON did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to significance and relevance of each analysis and factor. In addition, PJ SOLOMON may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be PJ SOLOMON’s view of Finish Line’s actual value. Accordingly, PJ SOLOMON believes that its analysis must be considered as a whole and that selecting portions of its analysis, without considering all such analyses, could create an incomplete view of the process underlying PJ SOLOMON’s opinion.

In performing its analyses, PJ SOLOMON relied on numerous assumptions made by the management of Finish Line and made judgments of its own with regard to current and future industry performance, general business and economic conditions and other matters, many of which are beyond the control of Finish Line. Actual values will depend upon several factors, including changes in interest rates, dividend rates, market conditions, general economic conditions and other factors that generally influence the price of securities. The

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analyses performed by PJ SOLOMON are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. Such analyses were prepared solely as a part of PJ SOLOMON’s analysis of the fairness from a financial point of view of the consideration proposed to be received by the holders of Common Shares in connection with the merger and were provided to the Special Committee and the board in connection with the delivery of PJ SOLOMON’s opinion. The analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities might actually be sold, which are inherently subject to uncertainty. Because such analyses are inherently subject to uncertainty, neither Finish Line nor PJ SOLOMON, nor any other person, can guarantee that future results or actual values of Finish Line will not differ materially from those indicated in PJ SOLOMON’s analyses. With regard to the comparable public company analysis and the precedent transactions analysis summarized above, PJ SOLOMON selected comparable public companies and precedent transactions on the basis of various factors for reference purposes only; however, no public company or transaction utilized as a comparison is fully comparable to Finish Line or the merger. Accordingly, an analysis of the foregoing was not mathematical; rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the comparable companies and other factors that could affect the acquisition or public trading value of the comparable companies and transactions to which Finish Line and the merger were being compared.

The per share Merger Consideration was determined through negotiations between Finish Line and JD Sports, and was recommended by the Special Committee and approved by the board. PJ SOLOMON did not recommend any specific consideration to the Special Committee or the board or that any given consideration constituted the only appropriate consideration for the merger. The decision to enter into the merger agreement was solely that of the board. As described above, PJ SOLOMON’s opinion and analyses were only one of many factors considered by the Special Committee and the board in their evaluation of the merger and should not be viewed as determinative of the views of the Special Committee, the board or Finish Line’s management with respect to the merger or per share Merger Consideration. The issuance of PJ SOLOMON’s opinion was authorized by PJ SOLOMON’s fairness opinion committee.

In the past PJ SOLOMON or its affiliates have provided, currently are providing, and in the future may provide, investment banking and other financial services to Finish Line, and certain of Finish Line’s and JD Sports’ respective affiliates, and have received or in the future may receive compensation for the rendering of these services, including acting as financial adviser to Finish Line in connection with the sale of Finish Line’s JackRabbit business in 2017, and has received compensation for rendering these services. During the two years preceding the date of PJ SOLOMON’s written opinion, PJ SOLOMON received or derived, directly or indirectly, approximately $1.4 million in the aggregate for its strategic advisory services from Finish Line. During the two years preceding the date of PJ SOLOMON’s written opinion, PJ SOLOMON had not been engaged by or received any compensation from JD Sports, Pentland, the majority shareholder of JD Sports, or their respective affiliates or, in the case of Pentland, its portfolio companies.

Natixis, S.A. (“Natixis”), which holds a majority of the outstanding equity of PJ SOLOMON, is, together with its affiliates, engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management, insurance and other financial and non-financial activities and services for various persons and entities. Natixis and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Finish Line, JD Sports, any of their respective affiliates and third parties, including Pentland and its affiliates and portfolio companies, or any currency or commodity that may be involved in the merger.

Under the terms of PJ SOLOMON’s engagement letter, dated October 25, 2017, Finish Line has agreed to pay PJ SOLOMON for its services in connection with the merger an aggregate fee of approximately $6.975 million, approximately $750,000 of which was payable upon delivery of its opinion and the remainder of which is contingent upon the completion of the merger. Finish Line has also agreed to reimburse PJ SOLOMON

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for certain reasonable and out-of-pocket expenses incurred in connection with PJ SOLOMON’s engagement, and to indemnify PJ SOLOMON, its affiliates, and its and their respective directors, officers, members, partners, controlling persons, agents and employees against specified liabilities.

Houlihan Lokey

On March 25, 2018, at a joint meeting of the Special Committee and the board, Houlihan Lokey verbally rendered its opinion to the Special Committee (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Special Committee dated March 25, 2018), as to the fairness from a financial point of view of the consideration to be received by the holders of Finish Line Common Shares (other than JD Sports and its affiliates) in the merger pursuant to the Merger Agreement.

Houlihan Lokey’s opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness from a financial point of view of the consideration to be received by the holders of Finish Line Common Shares (other than JD Sports and its affiliates) in the merger pursuant to the Merger Agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. Houlihan Lokey’s opinion was furnished for the use of the Special Committee and the board of directors (in their respective capacities as such) in connection with their evaluation of the merger. The summary of Houlihan Lokey’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix C to this proxy statement and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the board of directors, any security holder of Finish Line or any other person as to how to act or vote with respect to any matter relating to the merger.

In arriving at its opinion, Houlihan Lokey, among other things:

Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed

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with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of Finish Line advised Houlihan Lokey, and Houlihan Lokey assumed, that the financial projections reviewed by Houlihan Lokey were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to the future financial results and condition of Finish Line, and Houlihan Lokey expressed no opinion with respect to such projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Finish Line since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the Merger Agreement and all other related documents and instruments that were referred to therein were true and correct, (b) each party to all such agreements and other related documents and instruments will fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger will be satisfied without waiver thereof, and (d) the merger will be consummated in a timely manner in accordance with the terms described in the Merger Agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger will be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger will be obtained and that no delay, limitations, restrictions or conditions will be imposed or amendments, modifications or waivers made that would have an effect on the merger that would be material to Houlihan Lokey’s analyses or its opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the Merger Agreement would not differ in any respect from the draft of said document described above.

Furthermore, in connection with the opinion, Houlihan Lokey was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Finish Line or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Finish Line is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Finish Line is or may be a party or is or may be subject.

Houlihan Lokey was not requested to, and did not, (a) initiate or participate in any discussions or negotiations with, or solicit any indications of interest from, third parties with respect to the merger, the securities, assets, business or operations of Finish Line or any other party, or any alternatives to the merger, (b) negotiate the terms of the merger, or (c) advise the special committee, the board of directors or any other party with respect to alternatives to the merger. Houlihan Lokey’s opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of the opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of the opinion. Houlihan Lokey did not express any opinion as to what the value of the Common Shares actually will be when exchanged pursuant to the merger or the price or range of prices at which the Common Shares may be purchased or sold, or otherwise be transferable, at any time.

Houlihan Lokey’s opinion was furnished for the use of the Special Committee and the board of directors (in their respective capacities as such) in connection with their evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion was not intended to be,

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and did not constitute, a recommendation to the Special Committee, the board of directors, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and Houlihan Lokey did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Special Committee, the board of directors, Finish Line, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the Merger Agreement to the extent expressly specified in Houlihan Lokey’s opinion), (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of Finish Line, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might be available for Finish Line or any other party, (v) the fairness of any portion or aspect of the merger to any one class or group of Finish Line’s or any other party’s security holders or other constituents vis-à-vis any other class or group of Finish Line’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not Finish Line, its security holders or any other party is receiving or paying reasonably equivalent value in the merger, (vii) the solvency, creditworthiness or fair value of Finish Line or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, whether relative to the Merger Consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations had been or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Special Committee, on the assessments by the Special Committee, the board of directors, Finish Line and their respective advisors, as to all legal, regulatory, accounting, insurance, tax and other similar matters with respect to Finish Line and the merger or otherwise.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to Finish Line or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgement. The estimates contained in the financial forecasts prepared by the management of Finish Line and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Finish Line. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty. Certain of the financial analyses constitute or are based upon forward-looking statements. See “Cautionary Statements Concerning Forward-Looking Information” elsewhere in this proxy statement.

Houlihan Lokey’s opinion was only one of many factors considered by the Special Committee and the board of directors in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the Merger Consideration or of the view of the Special Committee, the board of directors or management with respect to the merger or the Merger Consideration. Under the terms of its engagement by the Special Committee and Finish Line, neither Houlihan Lokey’s opinion nor any other advice or services rendered by it in connection with the proposed merger or otherwise, should be construed as creating, and Houlihan Lokey

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should not be deemed to have, any fiduciary duty to, or agency relationships with, the Special Committee, the board of directors, Finish Line, JD Sports, any security holder or creditor of Finish Line or JD Sports or any other person, regardless of any prior or ongoing advice or relationships. The type and amount of consideration payable in the merger were determined through negotiation between Finish Line and JD Sports, and the decision to enter into the Merger Agreement was solely that of the special committee and the board of directors.

Financial Analyses

In preparing its opinion to the special committee, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the special committee and the board on March 25, 2018. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial and operating metrics, including:

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of the common stock of the selected companies listed below as of March 23, 2018. Unless the context indicates otherwise, the estimates of the future financial and operating performance of Finish Line relied upon for the financial analyses described below were based on the Finish Line projections described under “Certain Projected Financial Information” below. The estimates of the future financial and operating performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis. Houlihan Lokey reviewed certain data for selected companies in the footwear retail and sporting good retail sectors, with publicly traded equity securities listed in the United States, that Houlihan Lokey deemed relevant.

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The financial data reviewed included:

The selected companies included the following:

Footwear Retailers

Sporting Goods Retailers

This analysis indicated the following low, high, median and mean multiples, as compared to the corresponding multiples for Finish Line: