AGM Information • Dec 8, 2025
AGM Information
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ASOS Plc Greater London House Hampstead Road London NW1 7FB
8 December 2025
This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your shares in ASOS Plc (the "Company"), please forward this document as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document on to the person who now holds the shares.
Dear Shareholder,
I am pleased to send you the notice of the Annual General Meeting (the "AGM") for shareholders of ASOS Plc which will be held at Greater London House, Hampstead Road, London, NW1 7FB on Thursday 22 January 2026 at 2.30pm. Registration will open at 2.00pm. Explanatory notes on all the resolutions accompany this Notice of Meeting (the "Notice").
In accordance with the UK Corporate Governance Code and best practice, all of the Directors are offering themselves for annual re-election or, in the case of Aaron Izzard and Jonathan Kamaluddin, election at the AGM. Biographical details of the Directors offering themselves for election and re-election are set out in the notes to the resolutions which follow the Notice below.
The Board of Directors of the Company (the "Board") believe that all the proposed resolutions set out in this Notice are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommend that you vote in favour of the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.
Even if you are intending to attend the AGM in person, we encourage all shareholders who would like to vote on the resolutions to appoint a proxy electronically by no later than 2.30pm on Tuesday 20 January 2026. Information on how to appoint a proxy electronically is given in notes 2 to 5 on page 9 of this document. As in previous years, you will not receive a paper Form of Proxy for the AGM. In the event that you do require a paper Form of Proxy, you will be able to request this from our Registrars, MUFG Corporate Markets.
All resolutions will be put to the AGM by way of a poll. This reflects best practice and will ensure that shareholders have their votes taken into account in a way that is proportionate to their beneficial shareholdings, which the Board considers is a more democratic method of voting.
Shareholders will have the opportunity to ask questions and form a view on any points raised before voting on each resolution if they attend the AGM. Registered shareholders may also submit questions relating to the business of the AGM in advance of the meeting by sending an email to [email protected] by 2.30pm on Tuesday 20 January 2026 and the Board will address these in the meeting or, if there is insufficient time in the meeting, the Company will respond to these promptly after the meeting. The AGM will also be webcast live. In order to gain access to the webcast, shareholders are asked to pre-register by contacting [email protected] with your full name, address, number of shares held and email address you wish to use to attend the AGM via webcast. Shareholders accessing the webcast will be able to view the AGM, but will not be able to speak, ask questions or vote via the webcast.
The poll results will be made available by way of an announcement to the London Stock Exchange via the regulatory information service as soon as reasonably practicable after the AGM has concluded on Thursday 22 January 2026.
Yours faithfully,
Chair ASOS Plc
ASOS Plc Registered in England and Wales 4006623 www.asosplc.com
Notice is hereby given that this year's Annual General Meeting (the "AGM") of ASOS Plc will be held at Greater London House, Hampstead Road, London, NW1 7FB on Thursday 22 January 2026 at 2.30pm, to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and Resolutions 18 and 19 will be proposed as special resolutions.
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 2027, 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.
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 2027, 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.
By order of the Board
General Counsel and Company Secretary
8 December 2025
Registered Office: Greater London House Hampstead Road London NW1 7FB Registered in England 4006623
The notes on the following pages explain the proposed resolutions.
The Company must present the accounts for the financial period ended 31 August 2025 and the Directors' Report, the Strategic Report, and the Auditor's Report to the AGM for approval. These are contained in the Company's Annual Report and Accounts for the year ended 31 August 2025.
Shareholders will have the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 August 2025. The report is set out in full on pages 97 to 108 of the Annual Report and Accounts for the year ended 31 August 2025.
In accordance with the UK Corporate Governance Code 2024 and best practice, all of the Company's Directors are offering themselves for annual re-election or election at the AGM. Natasja Laheij, William Barker, José Antonio Ramos Calamonte, Christine Cross, Wei Gao, Marie Gulin-Merle, José Manuel Martínez Gutiérrez, Nick Robertson and Anna Maria Rugarli will offer themselves for re-election and Aaron Izzard and Jonathan Kamaluddin, who were appointed during the year, are offering themselves for election.
The Directors believe that all Directors standing for re-election and election continue to perform effectively and demonstrate commitment to their roles and that they deliver an appropriate balance of skills and knowledge, all contributing to the long-term success of the Company as a whole. The Directors have considered whether each of the Non-executive Directors are free from any relationship that could materially interfere with the exercise of their independent judgement. The Directors have determined that, other than William Barker and Nick Robertson, each Nonexecutive Director continues to be independent.
Biographies for each of the Directors standing for re-election or election, including their skills and competencies, are set out on pages 6 to 8. It is the Directors' view that the Directors' biographies demonstrate why each Director's contribution is, and continues to be, important to the Company's long-term success.
At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint auditors to serve until the next such meeting.
The Audit Committee assessed the external auditor, PricewaterhouseCoopers LLP (PwC), and concluded that the external auditor acts with independence and objectivity. PwC has indicated its willingness to continue in office as auditor of the Company until the conclusion of the next AGM at which accounts are laid before the Company. Resolution 14 proposes that PwC be re-appointed as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which the accounts are laid. FY26 is the final year that PwC will serve as the Company's auditor. Following a formal external audit tender process, KPMG will be recommended for appointment as external auditor from FY27 onwards.
Resolution 15 gives authority to the directors, in accordance with standard practice, to determine the auditor's remuneration.
The Act requires companies to obtain shareholders' authority before they can make donations to UK political organisations or incur UK political expenditure. The Company's policy is that it does not, directly or through any subsidiary, make donations to any political party or incur other political expenditure. The authorities we are requesting from shareholders are not designed to change this. However, the Act defines political donations and political expenditure very broadly and, as a result, may cover activities that form part of normal relationships, and which are accepted as a way of engaging with stakeholders and opinion-formers to ensure that companies' issues and concerns are considered and addressed.
For example, the Act may capture sponsorship, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Activities of this nature are not designed to support any political party or to influence public support for a particular party and would not be thought of as political donations in the ordinary sense of those words. Accordingly, this resolution is proposed to ensure that the Company and its subsidiaries do not, because of any uncertainty as to the activities covered by the Act, unintentionally commit any technical breach of the Act. Under the Act, this authority may be for a period of up to four years. However, in line with corporate governance best practice, the Company is seeking the authority on an annual basis. In the year ended 31 August 2025, the Company and its subsidiaries did not incur any expenditure pursuant to equivalent authorities.
The Directors may only allot shares or grant rights to subscribe for, or convert any security into shares, if authorised to do so by shareholders. The existing authority to allot shares conferred on the Directors at last year's AGM under section 551 of the Act expires on the date of the forthcoming AGM.
Resolution 17.1 seeks to renew the existing authority under section 551 of the Act, which would otherwise expire at the AGM, to give the Directors authority to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate maximum nominal amount of £1,395,494.87 (representing 39,871,282 ordinary shares of 3.5 pence each, which represents approximately one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 December 2025, being the latest practicable date prior to the publication of this document).
In addition, in line with guidance issued by the Investment Association, Resolution 17.2 authorises the Directors to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company in connection with a pre-emptive offer (including an offer by way of a rights issue or open offer) in favour of shareholders up to a nominal amount equal to £2,790,989.74 (representing 79,742,565 ordinary shares of 3.5 pence each), as reduced by the nominal amount of any shares issued under Resolution 17.1. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 1 December 2025 (being the last practicable date prior to the publication of this document).
The authority conferred on the Directors by this resolution will 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 2027. As at 1 December 2025, being the latest practicable date prior to publication of this document, the Company does not hold any treasury shares.
The Company is proposing this resolution to give the Directors flexibility to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company. The Directors have no present intention to exercise the authority sought under Resolution 17, except in connection with the Company's employee share schemes.
The Directors intend to take note of relevant corporate governance guidelines in the use of such powers in the event that such authority is exercised.
Resolution 18 will give the Company the ability to make market purchases of its own shares up to a specified amount. The authority will be limited to market purchases of up to 11,961,384 shares, being 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 December 2025, being the latest practicable date prior to the publication of this document.
This resolution sets out the minimum and maximum prices that the Company can pay for the shares of the Company. The authority will be kept under review and the Company will only exercise the power to purchase after careful consideration and when the Company is satisfied that to do so is in the best interests of the Company and its shareholders under the circumstances.
As at 1 December 2025, being the latest practicable date prior to publication of this document, the Company does not hold any treasury shares. The total number of awards and options to subscribe for shares outstanding at 1 December 2025, being the last practicable date prior to the publication of this document, was 4,563,703, which represented 3.82% of the issued ordinary share capital of the Company at that date. If the Company were to purchase the maximum number of shares permitted under this resolution, the proportion of shares subject to outstanding awards and options would represent approximately 4.24% of the issued share capital of the Company as at 1 December 2025. This excludes awards granted under the ASOS Plc Value Creation Plan.
The authority conferred on the Directors by this resolution 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 2027.
Any shares purchased would be either held as treasury shares or cancelled.
The notice period required by the Act for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice.
Resolution 19 authorises the calling of general meetings other than an AGM on not less than 14 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the shareholders as a whole. The authority conferred on the Directors by this resolution will be effective until the Company's next annual general meeting, at which it is intended a similar resolution will be proposed.
Chair
Appointed: Non-executive Director in April 2023, Senior Independent Director in February 2024 and Chair in November 2025
External Appointments: Audit Chair of Vandemoortele.
Experience: Natasja has more than 30 years of experience in international commercial and financial management, e-commerce, tech, consumer electronics, telco and retail in B2C and B2B environments through her roles in Deloitte Australia/ New Zealand, Vodafone, Sony Ericsson, Apple, as CFO of Amazon Fashion Europe and most recently as Google CFO EMEA for Platforms and Devices.
Deputy Chair
Appointed: September 2023
External Appointments: CEO of Camelot Capital Partners LLC, Executive Chairman of Tapi Carpets & Floors Limited and Synnovia Limited, Board Member of Re:Build Manufacturing LLC and Co-Chairman of Slate Auto.
Experience: William is the founder and CEO of Camelot Partners, a California-based investment company, and has extensive retail and commercial experience in founding and building digitally enabled businesses. William is a Co-Founder and Board Member of Re:Build, an industrial platform focused on revitalising US manufacturing, and is Co-Founder and Co-Chairman of Slate Auto, a radically affordable electric vehicle company based in Detroit. William also holds the roles of Co-Founder and Executive Chairman of Tapi, Europe's largest flooring retailer and Executive Chairman of Synnovia.
José Antonio Ramos Calamonte
Chief Executive Officer
Appointed: June 2022
External Appointments: None.
Experience: José brings extensive experience in both online and physical retail, with expertise in trading, merchandising and transformation. José became Chief Executive Officer of ASOS in June 2022, having joined as Chief Commercial Officer in January 2021 to lead global product and trading strategy. Previously, he was CEO at Salsa Jeans (2019–2021) and has led commercial strategy for brands like Esprit, Carrefour Spain, and Inditex. He holds an MBA from MIT Sloan School of Management.
Chief Financial Officer
Appointed: July 2025
External Appointments: None.
Experience: Aaron has over 20 years of experience in retail, e-commerce and manufacturing. Aaron became Chief Financial Officer of ASOS in July 2025, after joining the Company in 2017 and serving in various senior finance roles. Aaron was previously Director of Group Finance at ASOS, leading refinancing efforts and resource allocation strategy, and before ASOS held senior finance roles at Argos and Homebase, specialising in commercial finance, operational efficiency and financial planning.
Senior Independent Director
Appointed: Independent Non-executive Director in April 2023 and Senior Independent Director in November 2025
External Appointments: CEO and Executive Director of Bimba y Lola.
Experience: José Manuel has more than 30 years of experience in the retail and fashion sectors. He began his career as a strategy consultant at McKinsey & Co., later rising to leadership positions in global fashion companies. José Manuel worked at Inditex for nine years and held the position of Group Distribution and Operations Director. He subsequently served as CEO and Executive Director of Esprit for six years. Since 2018, he has been CEO and Executive Director of Bimba y Lola, and was also an Independent Non-executive Director of Ecoalf for five years.
Independent Non-executive Director
Appointed: April 2024
External Appointments: Special Advisor at Interpath Advisory.
Experience: Christine brings over 35 years of global multi-channel retail experience, starting at Tesco plc where she led own-brand development and revitalised the clothing brand as Trading Director. Christine has held Board positions with numerous listed, private and PE-backed businesses such as Next plc, Woolworths plc (Australia), Sonae plc (Portugal), Zooplus AG (Germany), and Clipper Logistics plc. Recently, she chaired Remuneration Committees for Hilton Food Group plc and Coca-Cola Europacific Partners plc, and was Board Advisor to Unilever and River Island.
Independent Non-executive Director
Appointed: February 2023
External Appointments: Venture Partner at Madrona, Chief Digital and Product Officer at Re:Build Manufacturing and Board Member at Phononic.
Experience: Wei is a technology executive with more than two decades of experience leading large-scale transformations that drive innovation, growth and operational excellence. She brings deep expertise in AI and machine learning, product strategy and scalable systems to deliver measurable business impact. During her tenure at Amazon, Wei held multiple leadership roles spanning global grocery, supply chain, devices and e-commerce, where she helped innovate customer experience and modernise operations through advanced automation and machine learning.
Independent Non-executive Director
Appointed: February 2023
External Appointments: Global Vice President of Ads Marketing at Google, Corporate Board Member at American Advertising Federation and Advisor to the Marketing Standards Board of the General Assembly, a company that focuses on education and career transformation.
Experience: Marie has over 20 years of experience in marketing and digital transformation within the technology and fashion sectors. Before joining Google in 2019, Marie held the roles of Chief Marketing Officer at Calvin Klein Inc and Chief Digital Officer at PVH Corp, its Parent Company. Marie also spent 17 years at L'Oréal, where she was Group Chief Marketing Officer USA and successfully transformed the company's marketing functions.
Independent Non-executive Director
Appointed: December 2025
External Appointments: Independent Advisor of Felix Capital and Director of the Secret Linen Store Limited.
Experience: Jon brings over two decades of experience across international retail, finance and technology sectors. Jon was previously an Executive Director of ASOS, initially serving as Finance Director from 2004 to 2009, and later as International Director from 2009 to 2013, leading the Company's global expansion and overseas growth. In addition, Jon has held senior Board roles including Chair of Klarna Bank AB, Chair of Job & Talent Limited and Senior Independent Director and Audit Committee Chair at Farfetch. Jon is a Fellow of the Institute of Chartered Accountants in England and Wales.
Appointed: Co-founded ASOS.com Limited in 2000, and served as its Chief Executive Officer until September 2015, when he became a Non-executive Director
External Appointments: Non-executive Director of AFCW Plc and Gandys International Limited.
Experience: Nick started his career in 1987 at the advertising agency Young & Rubicam. In 1991, he joined Carat, the UK's largest media planning and buying agency. In 1995, he co-founded Entertainment Marketing Ltd, a marketing services company. Nick serves as Chair of the ASOS Foundation, a registered charity funded by ASOS that supports young people in the UK and internationally through long-term partnerships with established local charities. In 2011, Nick received an OBE for his achievements in fashion retailing.
Independent Non-executive Director
Appointed: June 2023
External Appointments: Vice President of Japan Tobacco International, Executive Director of Japan Tobacco International SA and Non-executive Director at Prada Group.
Experience: Anna Maria is a seasoned sustainability and corporate social responsibility (CSR) expert with over two decades of experience collaborating with leading global apparel organisations, including Nike Inc. and VF Corporation. Anna Maria specialises in developing innovative strategies to address significant environmental and social challenges faced by the industry, while also providing comprehensive oversight through the implementation and roll-out process.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via and 'login as a guest' when prompted).
The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent RA10 no later than 48 hours before the AGM (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001 (as amended).

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