RESOLUTIONS Of Next plc Company Number: 4412362 Passed 20 May 2021
At the Annual General Meeting of Next plc held at Desford Road, Enderby, Leicestershire, LE19 4AT, the following resolution numbered 14 was passed as an Ordinary Resolution and resolutions numbered 15 to 20 were passed as Special Resolutions:
14 Directors' authority to allot shares
That:
- a. the directors be authorised to allot equity securities (as defined in Section 560 of the Companies Act 2006 (the "2006 Act")) in the Company:
- i. up to a maximum nominal amount of £4,400,000 (as reduced by any equity securities allotted under paragraph (a)(ii) below); and
- up to a maximum nominal amount of £8,800,000 (as reduced by any equity securities ii. allotted under paragraph (a)(i) above) in connection with an offer by way of a rights issue:
- $\mathbf{b}$ . this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution, or, if earlier, at the close of business on 20 August 2022; and
- all previous unutilised authorities under Section 551 of the 2006 Act shall cease to have effect $\mathsf{C}$ . (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 on or after that date).
15 General disapplication of pre-emption rights
That:
- $a.$ the directors be given power to allot equity securities for cash;
- $\mathbf{b}$ . the power under paragraph (a) above (other than in connection with a rights issue) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £664,000 representing 5% of the issued ordinary share capital;
- c. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 20 August 2022; and
- d. all previous unutilised authorities under Sections 570 and 573 of the 2006 Act shall cease to have effect (save to the extent that they are exercisable by reason of any offer or agreement made prior to the date of this new resolution which would or might require shares to be allotted on or after that date).
16 Additional disapplication of pre-emption rights
That:
- a. the directors be given the power to allot additional equity securities for cash;
- b. the power under paragraph (a) above (other than in connection with a rights issue) shall be
- i. limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £664,000 representing 5% of the issued ordinary share capital; and
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ii. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this notice;
-
this authority shall expire at the conclusion of the next AGM of the Company after the passing of $\mathsf{C}$ this resolution or, if earlier, at the close of business on 20 August 2022; and
- $d_{\perp}$ other than in respect of authorities granted pursuant to resolution 20, all previous unutilised authorities under Sections 570 and 573 of the 2006 Act shall cease to have effect (save to the extent that they are exercisable by reason of any offer or agreement made prior to the date of this new resolution which would or might require shares to be allotted on or after that date).
- 17 On-market purchases of own shares
That in accordance with the 2006 Act, the Company be granted general and unconditional authority to make market purchases (as defined in Section 693 of the 2006 Act) of any of its own ordinary shares on such terms and in such manner as the directors may determine provided that:
- the authority conferred by this resolution shall be limited to the lesser of 19,929,000 ordinary $a$ shares of 10p each and no more than 14.99% of the issued ordinary shares outstanding at the date of the AGM, such limit to be reduced by the number of shares purchased pursuant to the authority granted at resolution 18 below;
- b. the minimum price which may be paid for ordinary shares (exclusive of expenses) is 10p per ordinary share:
- the maximum price which may be paid for each ordinary share (exclusive of expenses) is an $Cx$ amount not more than the higher of:
- 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 and
- ii. an amount equal to the higher of the price of the last independent trade of an ordinary share of the Company and the highest current independent bid for an ordinary share of the Company as derived from the London Stock Exchange Trading System;
- d. this authority shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business 20 August 2022;
- the Company may make a contract or contracts to purchase ordinary shares under the authority e. 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
- all existing authorities for the Company to make market purchases of its own ordinary shares are f. 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.
- 18 Off-market purchases of own shares
That, in accordance with Section 694 of the 2006 Act, the proposed programme agreements to be entered into between the Company and any of Goldman Sachs International, UBS AG London Branch, BNP Paribas and Barclays Bank plc (the "Bank(s)") (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 for the off-market purchase by the Company of its ordinary shares of 10 pence each under or pursuant to the Programme Agreements. The authority conferred by this special resolution shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at close of business on 20 August 2022 (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).
19 Amendment to the articles of association
That the articles of association produced to the meeting and signed by the Chairman of the meeting for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.
20 Notice of general meetings That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.
Cours Andelsa
Company Secretary
$\mathbf{I}$