AGM Information • Feb 8, 2024
AGM Information
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ASOS Plc is pleased to announce that all of the resolutions, as set out in the Notice of Annual General Meeting, were duly passed by shareholders by means of poll at the Company's Annual General Meeting held on Wednesday 7 February 2024, as set out in the table below.
| RESOLUTIONS | FOR | %FOR | AGAINST | % AGAINST | WITHHELD* |
|---|---|---|---|---|---|
| 1. To approve the Annual Report and Accounts for the financial period ended 3 September 2023 |
87,745,546 | 99.87% | 115,178 | 0.13% | 111,993 |
| 2. To approve the Directors' Remuneration Report | 87,741,181 | 99.80% | 179,055 | 0.20% | 52,481 |
| 3. To re-elect Jørgen Lindemann as a Director of the Company | 84,428,745 | 96.57% | 2,997,385 | 3.43% | 546,587 |
| 4. To re-elect José Antonio Ramos Calamonte as a Director of the | |||||
| Company | 87,818,984 | 99.85% | 129,754 | 0.15% | 23,979 |
| 5. To re-elect Nick Robertson as a Director of the Company | 87,413,292 | 99.38% | 541,643 | 0.62% | 17,782 |
| 6. To elect William Barker as a Director of the Company | 87,645,903 | 99.66% | 298,554 | 0.34% | 28,260 |
| 7. To elect Wei Gao as a Director of the Company | 87,051,956 | 98.98% | 895,185 | 1.02% | 25,576 |
| 8. To elect Marie Gulin-Merle as a Director of the Company | 87,645,378 | 99.66% | 301,758 | 0.34% | 25,581 |
| 9. To elect Natasja Laheij as a Director of the Company | 87,645,670 | 99.66% | 301,207 | 0.34% | 25,840 |
| 10. To elect Jose Manuel Martínez Gutiérrez as a Director of the | |||||
| Company | 87,238,279 | 99.19% | 708,032 | 0.81% | 26,406 |
| 11. To elect Anna Maria Rugarli as a Director of the Company | 87,140,473 | 99.19% | 707,897 | 0.81% | 124,347 |
| 12. To re-appoint PriceWaterhouseCoopers LLP as auditors of the | |||||
| Company | 87,710,941 | 99.72% | 245,849 | 0.28% | 15,927 |
| 13. To authorise the Directors to determine the amount of the auditors' | |||||
| remuneration | 87,820,161 | 99.84% | 141,665 | 0.16% | 10,891 |
| 14. To authorise the Company to make political donations | 87,691,245 | 99.80% | 171.702 | 0.20% | 109,770 |
| 15. To authorise the Directors to allot Ordinary Shares in the Company | 84,367,236 | 95.91% | 3,593,405 | 4.09% | 12,076 |
| 16. To authorise the Directors to disapply pre-emption rights** | 84,373,767 | 95.93% | 3,578,436 | 4.07% | 20,514 |
| 17. To authorise the Company to make market purchases of own | |||||
| shares** | 87,733,164 | 99.75% | 222,761 | 0.25% | 16,792 |
| 18. To authorise that a general meeting may be called on not less than 14 | |||||
| clear days' notice** | 87,139,405 | 99.07% | 822,101 | 0.93% | 11,211 |
*A vote withheld is not a vote in law and is not counted in the votes for or against a resolution
** Passed as a special resolution.
At the Annual General Meeting of the Company, duly convened and held at 2.30p.m. on Wednesday 7 February 2024 at the office of ASOS Plc, Greater London House, Hampstead Road, London, NW1 7FB, the following ordinary and special resolutions were duly passed.
That the Directors be and are hereby generally and unconditionally authorised pursuant to section 15. 551 of the Act to exercise all powers of the Company to allot shares in the Company ("Shares") and to grant rights to subscribe for or convert any security into Shares:
15.2 up to an aggregate maximum nominal amount of £2,782,193.16 (such amount to be reduced by any allotments made under 15.1 above) in connection with a pre-emptive offer: i, to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;
and so that Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
The authorities conferred on the Directors to allot Shares under Resolutions 15.1 and 15.2 shall expire (unless renewed, varied or revoked by the Company in a general meeting) at the earlier of the conclusion of the next AGM of the Company or 28 February 2025, save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to
be granted after the expiry of such authority and the Directors may allot ordinary shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired. The authority granted by this resolution shall replace all existing authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company previously granted to the Directors pursuant to section 551 of the Act.
i. to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and ii. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
The authority conferred on the Directors under this resolution shall expire (unless renewed, varied, or revoked by the Company in a general meeting) on the earlier of the conclusion of the next AGM of the Company or 28 February 2025, but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted, and treasury shares to be sold, after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.
i. an amount equal to 105% of the average market value of an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days prior to the day on which the ordinary share is purchased; and
ii. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent purchase bid for an ordinary share on the trading venue where the purchase is carried out at the relevant time, including when shares are traded on different venues.
The authority conferred on the Directors under this resolution shall expire (unless renewed, varied, or revoked by the Company in a general meeting) on the earlier of the conclusion of the next AGM of the Company or 28 February 2025, save that in each case the Company may enter into a contract to purchase ordinary shares which will or may be contemplated or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not expired.
That a general meeting other than an AGM may be called on not less than 14 clear days' notice. 18.
Que Leyé
Emma Whyte General Counsel and Company Secretary ASOS Plc
7 February 2024
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