Asos PLC

AGM Information • Jan 22, 2025

Company Number: 4006623

The Companies Act 2006

Company Limited by Shares

ORDINARY AND SPECIAL RESOLUTIONS of ASOS PLC (the "Company") Passed 22 January 2025

At the Annual General Meeting of the Company, duly convened and held at 2.30p.m. on Wednesday 22 January 2025 at the office of ASOS Plc, Greater London House, Hampstead Road, London, NW1 7FB, the following ordinary and special resolutions were duly passed.

Ordinary Resolutions

Political donations

1. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to: (a) make donations to political parties and/or independent election candidates; (b) make political donations to political organisations, other than political parties; and (c) incur political expenditure, as such terms are defined in Part 14 of the Act, during the period beginning on the date of the passing of this resolution and ending on the date of the Company's next AGM, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

Authority to allot shares

• 1. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 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:
  2. 17.1 up to an aggregate maximum nominal amount of £1,392,508.95; and
  3. 17.2 up to an aggregate maximum nominal amount of £2,785,017.94 (such amount to be reduced by any allotments made under 17.1 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 17.1 and 17.2 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 2026, 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.

Special Resolutions

Authority to make market purchases of own shares

• 1. That, the Company be and is hereby generally and unconditionally authorised, pursuant to section 701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares of 3.5 pence each in the capital of the Company provided that such power be limited:
  2. 20.1 to a maximum number of 11,935,791 shares;
  3. 20.2 the minimum price which may be paid per ordinary share shall be 3.5 pence; and
  4. 20.3 the maximum price (exclusive of expenses) which may be paid per ordinary share shall not be more than the higher of:
     • 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 2026, 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.

Notice periods for General Meetings (other than AGMs)

1. That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

Rishi Sharma Interim General Counsel and Company Secretary ASOS Plc 22 January 2025