BROWN (N) GROUP PLC — AGM Information 2011

Jul 5, 2011

COMPANIES ACT 2006

N BROWN GROUP PLC (the "Company")

At an annual general meeting of the members of the Company, duly convened and held at N Brown Group plc, Griffin House, 40 Lever Street, Manchester, M60 6ES on the 5^th day of July 2011, the following resolutions were passed, resolution 1 as an ordinary resolution and resolutions 2 to 4 (inclusive) as special resolutions:

• $\mathbf{1}$ . THAT.
• the directors be and are hereby generally and unconditionally authorised $(a)$ pursuant to Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all powers of the company to allot shares in the company, and to grant rights to subscribe for, or to convert any security into, shares in the company ("Rights") up to an aggregate nominal amount of £10,331,610 provided that this authority shall expire at the conclusion of the next annual general meeting of the company after the passing of this resolution or, if earlier, 5 July 2012, save that the company may before such expiry make any offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors may allot shares and grant Rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
• the directors be and are hereby generally and unconditionally authorised to $(b)$ exercise all powers of the company to allot equity securities (as defined in Section 560 of the 2006 Act) in connection with a rights issue in favour of holders of ordinary shares where the new equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to a further aggregate nominal amount of £10,331,610 provided that this authority shall expire at the conclusion of the next annual general meeting of the company after the passing of this resolution or, if earlier, 5 July 2012, save that the company may before such expiry make any offers or agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the directors may allot shares and grant Rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
• all previous unutilised authorities given to the directors pursuant to Section $(c)$ 551 of the 2006 Act shall be revoked (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 or rights to be granted on or after that $date)$ .
• THAT, subject to the passing of resolution 1, the directors be and are hereby generally $2.$ empowered, pursuant to Sections 570 and 573 of the Companies Act 2006 (the "2006 Act"), to allot equity securities (as defined in Section 560 of the 2006 Act) for cash, pursuant to the authority conferred by resolution 13 or by way of a sale of treasury

shares as if Section 561 of the 2006 Act did not apply to such allotment, provided that this power shall be limited to:-

• the allotment of equity securities in connection with an offer of securities (but $(a)$ in the case of the authority granted under sub-paragraph (b) of Resolution 13 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any requiatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
• $(b)$ the allotment (otherwise than pursuant to sub-paragraph (a) of this resolution 14) to any person or persons of equity securities up to an aggregate nominal amount of £1,549,741.

and shall exoire upon the expiry of the general authority conferred by resolution 13 above, save that the company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted, or relevant shares to be sold, after such expiry and the directors may allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

• THAT, a general meeting other than an annual general meeting may be called on not 3. less than 14 clear days' notice.
• THAT, the Articles of Association attached to this resolution and initialled by the $\mathbf{A}$ chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.

Ų.

Signature: ........... Company Secretary Date $57/11$ e se car