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Next PLC — AGM Information 2026
Jan 15, 2026
4824_agm-r_2026-01-15_5f888be1-2326-4e33-ba79-5a4c15264b0b.pdf
AGM Information
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RESOLUTIONS
Of
NEXT plc
Company Number: 04412362 Passed 15 January 2026
At a General Meeting of NEXT plc held at Leicester Marriott Hotel, Smith Way, Grove Park, Leicester LE19 1SW, the following resolution 1 was passed as a Special Resolution and resolution 2 was passed as an Ordinary Resolution:
Resolution 1 – Amendment to the Articles of Association
THAT the draft articles of association produced to the General Meeting (the "Amended Articles of Association") be and are hereby approved and adopted as the articles of association of the Company in substitution for, and to the exclusion of, all existing articles of association of the Company, with immediate effect (or such other time and/or date as the directors of the Company (the "Directors") may determine).
Resolution 2 – Issue of B Shares
THAT, subject to the passing of Resolution 1:
- (A) the Directors be authorised to:
- (i) capitalise a sum not exceeding £440.78 million, standing to the credit of the Company's other reserves in the Company's balance sheet, and to apply such sum in paying up in full up to the maximum number of redeemable preference shares of 360 pence nominal value each in the capital of the Company carrying the rights and restrictions set out in article 5A of the Amended Articles of Association (as defined in Resolution 1) (the "B Shares") that may be allotted to the holders of ordinary shares of 10 pence each in the capital of the Company in issue as at 6:00pm on Thursday 15 January 2026 (or such other time and/or date as the Directors may determine) (the "Record Time") (each an "Ordinary Share") pursuant to the authority given by sub-paragraph (a)(ii) below. The Directors shall retain discretion to reduce the nominal value of the B Shares if, at the Record Time, the number of Ordinary Shares multiplied by 360 pence would result in a return in excess of £440.78 million to all the holders of Ordinary Shares (the "Shareholders"); and
- (ii) pursuant to section 551 of the Companies Act 2006, exercise all powers of the Company to allot and issue credited as fully paid up B Shares up to an aggregate nominal amount of £440.78 million to the holders of Ordinary Shares on the basis of one B Share for each Ordinary Share held and recorded on the register of members of the Company at the Record Time, in accordance with the terms of the circular sent by the Company to the Shareholders on Friday 19 December 2025 (the "Circular") and the Directors' determination as to the number of B Shares to be allotted and issued; and
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(B) the authority conferred by this Resolution shall expire at the conclusion of the next annual general meeting of the Company after the passing of this Resolution.
By order of the Board
Hannah Woodall-Pagan
Company Secretary