THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other financial advisor authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your NEXT shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Notice is given that the Annual General Meeting of NEXT plc will be held at the Leicester Marriott Hotel, Smith Way, Grove Park, Leicester LE19 1SW on Thursday 15 May 2014 at 9.30 a.m. at which the following resolutions will be proposed; resolutions 1 to 16 and 19 as Ordinary Resolutions and 17, 18 and 20 as Special Resolutions.
Further information on these resolutions can be found in the Directors' Report and in the appendix to this Notice. Biographies of directors seeking election/re-election are shown under Directors and Officers.
- To receive and adopt the accounts and reports of the directors and auditor for the year ended 25 January 2014.
- To approve the directors' remuneration policy, the full text of which is contained in the Remuneration Report for the year ended 25 January 2014 and set out in the Remuneration Policy.
- To approve the Remuneration Report (excluding the directors' remuneration policy set out in the Remuneration Policy) for the year ended 25 January 2014.
- To declare a final dividend of 93p per share in respect of the year ended 25 January 2014.
- To re-elect John Barton as a director.
- To re-elect Christos Angelides as a director.
- To re-elect Steve Barber as a director.
- To re-elect Jonathan Dawson as a director.
- To re-elect Caroline Goodall as a director.
- To re-elect David Keens as a director.
- To elect Michael Law as a director.
- To re-elect Francis Salway as a director.
- To elect Jane Shields as a director.
- To re-elect Lord Wolfson as a director.
- To re-appoint Ernst & Young LLP as auditor and authorise the directors to set their remuneration.
- Directors' authority to allot shares
- the directors be authorised to allot equity securities (as defined in section 560 of the Companies Act 2006 (the "2006 Act")) in the Company:
- in accordance with article 7 of the Company's articles of association (the "Articles"), up to a maximum nominal amount of £5,100,000; and
- up to a maximum nominal amount of £10,200,000 (as reduced by any equity securities allotted under paragraph (a)(i) above) in connection with an offer by way of a rights issue (as defined in article 8 of the Articles);
- in accordance with article 7 of the Articles 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, at the close of business on 1 August 2015; and
- all previous unutilised authorities under section 551 of the 2006 Act shall cease to have effect (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).
- Disapplication of pre-emption rights
- 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;
- the power 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 £775,000;
- in accordance with article 8 of the Articles 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, at the close of business on 1 August 2015; and
- all previous unutilised authorities under sections 570 and 573 of the 2006 Act shall cease to have effect.
- On-market purchase 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 23,239,000 ordinary shares of 10p each and no more than 14.99% of the issued ordinary shares 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 19 below;
- 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 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 the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
- the authority hereby conferred, unless renewed, shall expire on whichever is the earlier of the conclusion of the Annual General Meeting of the Company held in 2015 and 1 August 2015;
- 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
- 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.
- 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, Deutsche Bank AG, HSBC Bank plc 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, as more fully described in Appendix 1 (the authority conferred by this ordinary resolution to expire on whichever is the earlier of the conclusion of the next annual general meeting of the Company held in 2015 and 1 August 2015, 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 18 above.
- 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.
By order of the Board
Registered Office: Desford Road, Enderby, Leicester, LE19 4AT
11 April 2014