RESOLUTIONS of Next plc (Company Number: 4412362) Passed 14 May 2020
At the Annual General Meeting of Next plc held at Desford Road, Enderby, Leicestershire, LE19 4AT, the following Resolutions numbered 15 to 19 was passed as an Ordinary Resolutions numbered 20 to 26 were passed as Special Resolutions:
15. To authorise the directors to amend the rules of the NEXT Long Term Incentive Plan
That the directors be authorised to amend the rules of the NEXT Long Term Incentive Plan to reflect a change in the maximum opportunity for participants, as explained on page 98 of the Annual Report and Accounts.
16. Extension of Next Share Matching Plan
That the rules of the Next Share Matching Plan 2010 (the "SMP"), produced in draft to this meeting (the terms of which are summarised in Appendix 2 to this Notice of Meeting) and, for the purposes of identification, initialled by the Chairman, be and are hereby extended for a further ten years and the directors be authorised to:
- a. do all acts and things which they may consider necessary or expedient for the purposes of implementing and giving effect to the SMP; and
- b. establish and/or extend further plans based on the SMP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the SMP.
17. Extension of Next Sharesave Plan
That the rules of the Next Sharesave Plan 2010 (the "Sharesave") be and are hereby extended for a further ten years and the directors be authorised to:
- a. make such modifications to the Sharesave as they may consider appropriate in order to qualify for taxadvantaged status under Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; and
- b. do all acts and things which they may consider necessary or expedient for the purposes of implementing and giving effect to the Sharesave.
- c. establish and/or extend further plans based on the Sharesave (including the 2009 Sharesave Plan (Republic of Ireland)) but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the Sharesave.
18. Extension of Next Management Share Option Plan
That the rules of the Next Management Share Option Plan 2014 (the "MSOP"), produced in draft to this meeting (the terms of which are summarised in Appendix 4 to this Notice of Meeting) and, for the purposes of identification, initialled by the Chairman, be and are hereby extended for a further ten years and the directors be authorised to:
- a. make such modifications to the MSOP as they may consider appropriate in order to qualify for tax-advantaged status under Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003; and
- b. do all acts and things which they may consider necessary or expedient for the purposes of implementing and giving effect to the MSOP; and
- c. establish and/or extend further plans based on the MSOP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the MSOP.
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19. Directors' authority to allot shares
That:
- a. the directors be authorised to allot equity securities (as defined in Section 560 of the Companies Act 2006 (the "2006 Act")) in the Company:
- (i) up to a maximum nominal amount of £4,400,000 (as reduced by any equity securities allotted under
paragraph (a)(ii) below); and
- (ii) up to a maximum nominal amount of £8,800,000 (as reduced by any equity securities allotted under paragraph (a)(i) above) in connection with an offer by way of a rights issue;
- b. I this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, or, if earlier, at the close of business on 14 August 2021.
- c. all previous unutilised authorities under Section 551 of the 2006 Act shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the 2006 Act by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted on or after that date).
20. General disapplication of pre-emption rights
That:
- a. the directors be given power to allot equity securities for cash;
- b. the power under paragraph (a) above (other than in connection with a rights issue) shall be limited to the allotment of equity securities having a nominal amount not a lights issue shall be immed to the of the issued ordinary share capital;
- this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution ﻥ or, if earlier, at the close of business on 14 August 2021; and
- d.
to the ovent that they are surving the Sections 570 and 573 of the 2006 Act shall cease to have effect (save to the extent that they are exercisable by reason of any of the Zoob Act sharted (o fave effect (Save resolution which would or might require shares to be allotted on or after that date).
21. Additional disapplication of pre-emption rights
That:
- a.
- b. the power under paragraph (a) above (other than in connection with a rights issue) shall be:
- limited to the allotment of equity securities having a nominal amount not exceeding in aggregate ﮯ £664,000 representing 5% of the issued ordinary share capital; and
- used only for the purposes of financing (or refinancing, if the authority is to be used within six months ii. after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Preemption Rights most recently published by the Pre-Emption Group prior to 14 April Diap
- c.
Or if earlier, at the close of husiness of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 14 August 2021; and
- d. other than in respect of authorities granted pursuant to resolution 20, all previous unutilised authorities under Sections 570 and 573 of the 2006 Act shall cease to have effect (save to the extent that they are exercisable by reason of any offer or agreement made prior to the date of this new resolution which would or might require shares to be allotted on or after that date).
22. On-market purchase of own shares
That in accordance with the 2006 Act, the Company be granted general and unconditional authority to make market purchases (as defined in Section 693 of the 2006 Act) of any of its own ordinary shares on such terms and in such manner as the directors may determine provided that:
- a. the authority conferred by this resolution shall be limited to the lesser of 19,929,000 ordinary shares of 10p each and no more than 14.99% of the issued ordinary shares outstanding at the AGM, such limit to be reduced by the number of shares purchased pursuant to the authority granted at resolution 23 below;
- b. the minimum price which may be paid for ordinary shares (exclusive of expenses) is 10p per ordinary share;
- c. higher of:
- i.
Daily Official List of the middle market price of the ordinary shares of the Company according to the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date of purchase and
- ii. an amount equal to the higher of the price of the last independent trade of an ordinary share of the Company and the highest current independent bid for an ordinary share of the Company as derived from the London Stock Exchange Trading System;
- d. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business 14 August 2021;
- e the Company may make a contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and make a purchase of ordinary shares in pursuance of any such contract, and
- f. all existing authorities for the Company to make market purchases of its own ordinary shares are revoked, except in relation to the purchase of shares under a contracts concluded before the date of this resolviion, and which has or have not yet been executed.
23. Off-market purchases of own shares
That, in accordance with Section 694 of the 2006 Act, the proposed programme agreements to be entered into between the Company and any of Goldman Sachs International, UBS AG London Branch, HSBC Bank plc and Barclays Bank plc (the "Banks)") (in the form produced to the meeting and initialled by the Chairman for the primal of identification) (the "Programme Agreements") be and are approved and the Company be and is authorised to enter into the Programme Agreements and all and any forward trades which may be effected or made from time to time for the off-market purchnise by the Company of its ordinary shares of 10 pence each under or pursuant to the Programme Aree members of conferred by this special resolution shall expire at the conclusion of the Company after the passing of this resolution or, if earlier, at close of business on 14 August 2021 (except in relation to the purchase of ordinany shares under any forward trade effected or made before the expiry of such authority and which might be completed wholly or partly after such expiry).
24. Increasing the Company's borrowing powers
That the Articles be amended by deleting the present article 67 (borrowing powers) and replacing it with a new article 67 in order to increase the directors' powers to incur borrowings from the higher of E2bn or an amount equal to two times adjusted total equity to the higher of £2.5bn or an amount equal to two times adjusted total equity (as defined in the Articles) of the Company. For these purposes borrowings do not include operational leases.
25. Routine amendments to the articles of association
That the articles of association produced to the meeting and signed by the Chairman of the purpose of identification, are adopted as the articles of association of the Company in substitution for and to the exclusion of, he Company's existing articles of association.
26. Notice of general meetings
That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.
Seonna Anderson Company Secretary
को बिल्ली के साथ की मान कर रहा है कि सकते हैं और को मानव में बनाने के लिए कहा कि में बनाने के लिए कहा कि में ब
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