Next PLC — AGM Information 2011

May 19, 2011

Company Number: 4412362

Companies Act 1985

Special Resolutions

of

Next plc

Passed 19 May 2011

At the Annual General Meeting of Next plc held at the Leicester Marriott Hotel, Smith Way, Grove Park, Leicester, LE19 1SW the following Resolutions were passed as Special Resolutions:

"15 Disapplication of pre-emption rights That:

• (a) in accordance with article 8 of the Company's articles of association (the "Articles"), the directors be given power to allot equity securities for cash;
• (b) the powers under paragraph (a) above (other than in connection with a rights issue, as defined in article 8(b)(ii) of the Articles) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £899,000;
• (c) in accordance with article 8 of the Articles these authorities shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 August 2012; and
• (d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect.

16 On-market purchase of own shares

That in accordance with the Companies Act 2006 (the "Act"), the Company be granted general and unconditional authority to make market purchases (as defined in Section 693 of the 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 26,970,000 ordinary shares of 10p each and no more than 15% of the issued ordinary share capital outstanding at the date of the Annual General Meeting, such limit to be reduced by the number of any shares purchased pursuant to the authority granted at resolution 17 below;

• (b) the minimum price which may be paid for ordinary shares (exclusive of expenses) is 10p per ordinary share;

• (c) the maximum price which may be paid for each ordinary share (exclusive of expenses) is an amount not more than 105% of the average 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;

• (d) the authority hereby conferred, unless renewed, shall expire on whichever is the earlier of:
• (i) the conclusion of the Annual General Meeting of the Company held in 2012, and
• (ii) 1 August 2012;
• (e) the Company may make a contract or 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 may 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 contract or contracts concluded before the date of this resolution and which has or have not yet been executed.

17 Off-market purchases of own shares

That, in accordance with the Companies Act 2006, the proposed programme agreements to be entered into between the Company and each of Goldman Sachs International, UBS AG, Deutsche Bank AG and Barclays Bank plc (in the form produced to this meeting and initialled by the Chairman for the purpose 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 under or pursuant to the Programme Agreements for the off-market purchase by the Company of its ordinary shares of 10 pence each for cancellation, as more fully described in Appendix 1 on pages 89 to 90 (the authority conferred by this special resolution to expire on whichever is the earlier of the conclusion of the next annual general meeting of the Company held in 2012 and 1 August 2012, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary 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)), and provided that shares purchased pursuant to this authority will reduce the number of shares that the Company may purchase under the general authority granted under resolution 16 above.

18 Notice of general meetings

That, in accordance with the Company's articles of association, a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice."