Next PLC — Proxy Solicitation & Information Statement 2015

Apr 14, 2015

plc

Proxy and Admission Card for the Annual General Meeting on Thursday 14 May 2015

If you will be attending the Annual General Meeting to be held at the Leicester Marriott Hotel, Smith Way, Grove Park, Leicester, LE19 1SW at 9.30 a.m. please bring this card with you.

These notes relate to the methods of appointing proxies for the Annual General Meeting.

• 1. If you wish to register your proxy appointment electronically through the internet, please use www.sharevote.co.uk, where full details of the procedure are given. You will have to enter the Voting ID, Task ID and Shareholder Reference Number shown on this form.
• 1. CREST members should please refer to the notice of meeting for instructions regarding CREST electronic proxy appointment services.
• 1. If you wish to register your proxy appointment in paper form, please comply with the following notes:

PLEASE TEAR OFF AND RETURN

• (a) You may, if you wish, delete the words 'Chairman of the meeting' and insert the name of a proxy of your choice in the box, who need not be a member. Please initial that alteration.
• (b) To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti Limited, on 0871 384 21641 (overseas shareholders should call +44 (0)121 415 7047) or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together in the same envelope to the address on the reverse of this card.
• (c) The form of proxy, and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti Limited, not later than 48 hours before the Annual General Meeting.
• (d) If the member is a corporation, the form of proxy must be executed either under seal or in any other manner having the same effect or under the hand of an officer or the person duly authorised in writing stating their capacity (e.g. director, secretary, duly authorised attorney).
• (e) For joint holders, the signature of any one of them will suffice. The instructions of the senior joint holder will be accepted to the exclusion of those of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members for the joint holding.
• (f) The address shown opposite is that appearing in the register of members and form of proxy and attendance card are not transferable.
• 1. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast), shareholders' names must be entered in the register of members at 6.00 p.m. on 12 May 2015.
• 1. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the Notice of Annual General Meeting.

A map for your guidance is on the reverse of this card.

1 Calls to the number above are charged at 8p per minute plus network extras. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday.

						+
					withheld Vote
					Against
					For Date
Task ID
Voting ID			note 3(b) on the attached form.
					10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 1. 2. 3. 4. 5. 6. 7. 8. 9.	+
	Shareholder Reference Number Meeting 2015 Proxy for the Annual General	You may submit your proxy electronically at www.sharevote.co.uk using the above numbers I/We appoint the Chairman of the meeting or the following person	our behalf at the Annual General Meeting of Next plc to be held at the Leicester Marriott Hotel, Smith Way, Grove Park, Leicester, LE19 1SW on Thursday 14 May 2015 at 9.30 a.m. and at any adjournment. This form of proxy relates to the resolutions listed below and any other business transacted at the meeting or any adjournment. I/We wish my/our proxy to vote on the resolutions proposed at the meeting as instructed on this form. The proxy will vote, or abstain from voting, at his or her discretion on any resolution listed below if no instruction is given regarding that resolution and (see note 3(a)) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/ on any other business transacted at the meeting or any adjournment.	The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution. A vote withheld is not a vote and will not, therefore, be counted in the calculation of the proportion of votes for and against a resolution. Please tick here if this proxy appointment is one of multiple proxy appointments being made. For the appointment of more than one proxy, please refer to	Please indicate your instructions by marking the "For", "Against" or "Vote withheld" boxes in black ink like this	Resolutions 1 to 15 as Ordinary Resolutions and 16 to 19 as Special Resolutions To authorise the NEXT Long Term Incentive Plan Authority for off-market purchase of own shares authorise the directors to set their remuneration Authority for on-market purchase of own shares To receive and adopt the accounts and reports To elect Dame Dianne Thompson as a director To reappoint Ernst & Young LLP as auditor and To declare a final dividend of 100p per share To re-elect Caroline Goodall as a director To re-elect Francis Salway as a director Authority to disapply pre-emption rights To re-elect Lord Wolfson as a director To re-elect Steve Barber as a director To elect Amanda James as a director To re-elect Jane Shields as a director To approve the Remuneration Report To re-elect Michael Law as a director To re-elect John Barton as a director Notice period for general meetings Directors' authority to allot shares Signature

Marriott Hotel Directions

From the West

At the end of the M69, go straight over at the roundabout following directions to Leicester. Take the slip road for the A563 signposted Leicester and Space Centre. At the roundabout take first left and head east on the A563 marked Leicester. Get into right outside lane and at second slip road turn right, signposted Business Park. At roundabout (approx. 50 yards) take last exit and hotel is situated at the end of this road.

From the South or North

Exit M1 at Junction 21, follow directions for Leicester. Take the slip road for the A563 signposted Leicester and Space Centre. At the roundabout take first left and head east on the A563 marked Leicester. Get into right outside lane and at second slip road turn right, signposted Business Park. At roundabout (approx. 50 yards) take last exit and hotel is situated at the end of this road.

Business Reply Plus Licence Number RTAT-GULY-LJBJ

Equiniti Aspect House Spencer Road LANCING BN99 8GX