ASOS Plc

Greater London House

Hampstead Road

London

NW1 7FB

10 November 2022

This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the proposals referred to in this document or the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your shares in ASOS Plc (the Company), please forward this document as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document on to the person who now holds the shares.

Dear Shareholder,

I take pleasure in sending you the notice of the Annual General Meeting (the AGM) for shareholders of ASOS Plc which will be held at Greater London House, Hampstead Road, London NW1 7FB on Wednesday 11 January 2023 at 12.00 noon. Explanatory notes on all the resolutions accompany this Notice of Meeting (the Notice). Registration will open at 11.30am.

In accordance with the UK Corporate Governance Code and best practice, all of the Directors (other than Karen Geary and Eugenia Ulasewicz) are offering themselves for annual re-election or, in the case of José Antonio Ramos Calamonte and Patrick Kennedy, election at the AGM. Mat Dunn and Luke Jensen both stepped down from the Board on 31 October 2022, while, as previously announced, Karen Geary will step down from the Board on 1 December 2022 and Eugenia Ulasewicz will step down from the Board at the conclusion of the AGM. Therefore, they will not be standing for re-election at the AGM. Biographical details of the Directors offering themselves for election and re-election are set out in the notes to the resolutions which follow the Notice below.

The Board of Directors of the Company (the Board) believe that all the proposed resolutions set out in this Notice are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommend that you vote in favour of the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.

Even if you are intending to attend the AGM in person, we encourage all shareholders who would like to vote on the resolutions to appoint a proxy electronically by no later than 12.00 noon on Monday 9 January 2023. Information on how to appoint a proxy electronically is given in notes 2 to 5 on page 7 of this document. As in previous years, you will not receive a paper Form of Proxy for the AGM. In the event that you do require a paper Form of Proxy, you will be able to request this from our Registrars, Link Group.

All resolutions will be put to the AGM by way of a poll. This reflects best practice and will ensure that shareholders have their votes taken into account in a way that is proportionate to their beneficial shareholdings, which the Board considers is a more democratic method of voting.

Shareholders will have the opportunity to ask questions and form a view on any points raised before voting on each resolution if they attend the AGM. Registered shareholders may also submit questions relating to the business of the AGM in advance of the meeting by sending an email to cosec@asos.com and the Board will address these in the meeting or, if there is insufficient time in the meeting, the Company will respond to these promptly after the meeting.

While there are not expected to be any government restrictions on public gatherings at the time of the AGM, shareholders are asked to exercise good judgement and not to attend the AGM in person if they are feeling unwell or showing any symptoms of COVID-19 on the day of, or the days leading up to, the AGM. In the event the Company is required to change arrangements for the AGM at short notice, should government restrictions on public gatherings or other social distancing measures be reintroduced, the Company may be required to hold the AGM without shareholders being able to attend the AGM in person. All shareholders are encouraged to submit a proxy vote in advance of the AGM. In the event there are any changes to the arrangements for holding the AGM, the relevant information will be published on the Company's website and there will be an announcement to the London Stock Exchange via the regulatory information service.

The AGM will be webcast live on our website: www.asosplc.com. Shareholders accessing the webcast will be able to view the AGM, but not be able to speak, ask questions or vote via the webcast.

The poll results will be made available by way of an announcement to the London Stock Exchange via the regulatory information service as soon as reasonably practicable after the AGM has concluded on Wednesday 11 January 2023.

Yours faithfully

Jørgen Lindemann

Chair

ASOS Plc

ASOS Plc Registered in England and Wales 4006623

www.asosplc.com

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Notice of Annual General Meeting 2022

ASOS Plc (the Company)

Company number: 4006623

Notice is hereby given that the Annual General Meeting (the AGM) of ASOS Plc (the Company) will be held at Greater London House, Hampstead Road, London NW1 7FB on Wednesday 11 January 2023 at 12.00 noon, to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 12 (inclusive) and 15 will be proposed as ordinary resolutions and Resolutions 13 and 14 will be proposed as special resolutions.

Report and Accounts

1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 August 2022 together with the Strategic Report, Directors' Report and Auditor's Report on those accounts.

Directors' Remuneration Policy

2. To approve the Directors' Remuneration Policy as set out on pages 99 to 105 of the Annual Report for the financial year ended 31 August 2022.

Directors' Remuneration Report

3. To approve the Directors' Remuneration Report as set out on pages 84 to 98 of the Annual Report for the financial year ended 31 August 2022.

Directors

  1. To re-elect Jørgen Lindemann as a Director of the Company
  2. To re-elect Mai Fyfield as a Director of the Company.
  3. To re-elect Nick Robertson as a Director of the Company.
  4. To elect José Antonio Ramos Calamonte as a Director of the Company.
  5. To elect Patrick Kennedy as a Director of the Company.

Reappointment and remuneration of auditor

  1. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company.
  2. To authorise the Directors to determine the amount of the auditor's remuneration.

Political donations

11. That, in accordance with sections 366 and 367 of the Act, the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to: (a) make donations to political parties and/or independent election candidates; (b) make political donations to political organisations, other than political parties; and (c) incur political expenditure, as such terms are defined in Part 14 of the Act, during the period beginning on the date of the passing of this resolution and ending on the date of the Company's next AGM, provided that the aggregate of all expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.

Authority to allot shares

12. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the Act) to exercise all powers of the Company to allot shares in the Company (Shares) and to grant rights to subscribe for or convert any security into Shares up to an aggregate maximum nominal amount of £1,155,174.

This authority shall expire (unless renewed, varied or revoked by the Company in a general meeting) at the earlier of the conclusion of the next AGM of the Company or 10 April 2024, save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the expiry of such authority and the Directors may allot Ordinary Shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired. The authority granted by this resolution shall replace all existing authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company previously granted to the Directors pursuant to section 551 of the Act.

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Disapplication of pre-emption rights

13. That, subject to the passing of Resolution 12, the Directors be and are hereby empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 12 and/or to sell equity securities held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to such allotment or sale, provided that such authority shall be limited:

13.1 to allotments of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities:

  1. to shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

13.2 (otherwise than pursuant to paragraph 12) to the allotment of equity securities or sale of treasury shares up to a nominal amount of £175,026.

The authority granted under this resolution 13 shall expire on the earlier of the conclusion of the next AGM of the Company or

10 April 2024 (unless previously revoked or varied by the Company in a general meeting), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted, and treasury shares to be sold, after the authority expires and the Directors may allot equity securities and/or sell treasury shares under any such offer or agreement as if the authority had not expired.

Authority to make market purchases of own shares

14. That, the Company be and is, pursuant to section 701 of the Act, generally and unconditionally authorised to make one or more market purchases (as defined in section 693(4) of the Act) of ordinary shares of 3.5 pence each in the capital of the Company (Shares) provided that such power be limited:

  1. to a maximum number of 5,000,753 Shares; and
  2. the higher of the price of the last independent trade of a Share and the highest current independent purchase bid for a Share on the trading venue where the purchase is carried out,

and the power hereby conferred shall expire on the earlier of the conclusion of the next AGM of the Company or 10 April 2024, save that in each case the Company may enter into a contract to purchase Shares which will or may be contemplated or executed wholly or partly after the power ends and the Company may purchase Shares pursuant to any such contract as if the power had not ended.

Deferred Bonus Plan 2022

  1. That the ASOS plc Deferred Bonus Plan 2022 (the DBP), summarised on pages 9 and 10 of this Notice and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, be approved and the Board be authorised to do all such acts and things necessary or desirable to establish the DBP; and
  2. That the Board be authorised to adopt further plans based on the DBP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the DBP.

By order of the Board

ASOS Plc

Registered Office

Greater London House

Hampstead Road

Anna Suchopar

London

NW1 7FB

Company Secretary

10 November 2022

Registered in England and Wales 4006623

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Explanation of Resolutions

The notes on the following pages explain the proposed resolutions.

RECEIVING THE ANNUAL REPORT AND ACCOUNTS (Resolution 1)

The Company must present the accounts for the year ended

31 August 2022 and the reports of the Directors and Auditor to the AGM for approval. These are contained in the Company's Annual Report and Accounts for the year ended 31 August 2022.

DIRECTORS' REMUNERATION POLICY (Resolution 2) The Directors' Remuneration Policy (the Policy) is set out on pages 99 to 105 of the Annual Report and Accounts 2022. It sets out the Company's policy on remuneration and potential payments to Directors going forward. The Policy must be approved by shareholders (by means of a separate resolution) at least once every three years. Changes to the Policy are outlined on page 99 of the Annual Report and Accounts 2022.

DIRECTORS' REMUNERATION REPORT (Resolution 3) Shareholders will have the opportunity to cast an advisory vote on the Directors' Remuneration Report for the year ended 31 August 2022. The report is set out in full on pages 84 to 98 of the Annual Report and Accounts 2022.

ANNUAL ELECTION AND RE-ELECTION OF DIRECTORS (Resolutions 4 to 8)

José Antonio Ramos Calamonte and Patrick Kennedy will stand for election at this year's AGM. As previously announced, Mat Dunn and Luke Jensen stepped down from the Board on 31 October 2022, Karen Geary will step down from the Board on 1 December 2022 and Eugenia Ulasewicz will step down at the conclusion of the AGM, therefore they will not be standing for re-election at the AGM.

In accordance with the UK Corporate Governance Code and best practice, the remaining Directors will retire and offer themselves for re-election, to take effect at the conclusion of the AGM.

The Directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the Non-executive Directors, other than Nick Robertson, are independent in character and judgment. This follows a process of formal evaluation, which confirms that each Director in office at the time of the evaluation makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board meetings and other duties as required).

A brief biography for each of the Directors standing for election or re-election is set out on page 6. It is the Board's view that the Directors' biographies demonstrate why each Director's contribution is, and continues to be, important to the Company's long-term success.

REAPPOINTMENT OF AUDITOR AND REMUNERATION OF AUDITOR (Resolutions 9 & 10)

At each meeting at which the Company's accounts are presented to its members, the Company is required to appoint auditors to serve until the next such meeting.

The Audit Committee assessed the effectiveness, independence and objectivity of the external auditor, PricewaterhouseCoopers LLP, and concluded that the external auditor was in all respects effective. PricewaterhouseCoopers LLP have indicated their willingness to continue in office as auditor of the Company until the conclusion of the next annual general meeting at which accounts are laid before the Company. During the year the Audit Committee conducted a formal tender process for the Company's external auditor. Further details on the tender can be found on pages 76 and 77 of the Annual Report and Accounts 2022. It is proposed that PricewaterhouseCoopers LLP be re-appointed as auditor of

the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which the accounts are laid.

Resolution 10 gives authority to the Directors, in accordance with standard practice, to determine the auditor's remuneration.

POLITICAL DONATIONS (Resolution 11)

The Act requires companies to obtain shareholders' authority before they can make donations to EU political organisations or incur EU political expenditure. The Company's policy is that it does not, directly or through any subsidiary, make donations to any political party or incur other political expenditure. The authorities we are requesting from shareholders are not designed to change this. However, the Act defines political donations and political expenditure very broadly and, as a result, may cover activities that form part of normal relationships and which are accepted as a way of engaging with stakeholders and opinion-formers to ensure that companies' issues and concerns are considered and addressed. For example, sponsorship, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Activities of this nature are not designed to support any political party or to influence public support for a particular party and would not be thought of as political donations in the ordinary sense of those words. Accordingly, this resolution is proposed to ensure that the Company and its subsidiaries do not, because of any uncertainty as to the activities covered by the Act, unintentionally commit any technical breach of the Act. Under the Act, this authority may be for a period of up to four years. However, in line with corporate governance best practice, the Company is seeking the authority on an annual basis. In the financial year ended 31 August 2022, the Company and its subsidiaries did not incur any expenditure pursuant to equivalent authorities.

AUTHORITY TO ALLOT SHARES (Resolution 12)

The Directors may only allot shares or grant rights to subscribe for, or convert any security into shares, if authorised to do so by shareholders. The existing authority to allot shares conferred on the Directors at last year's AGM under section 551 of the Act expires on the date of the forthcoming AGM.

This Resolution 12 seeks to renew the existing authority under section 551 of the Act which would otherwise expire at the AGM, to give the Board authority to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate maximum nominal amount of £1,155,174 (representing 33,004,973 ordinary shares of

3.5 pence each, which represents approximately one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 1 November 2022, being the latest practicable date prior to the publication of this document).

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The authority granted by this resolution will expire at the earlier of the conclusion of the next AGM of the Company or 10 April 2024. As at 1 November 2022, being the latest practicable date prior to publication of this document, the Company does not hold any treasury shares.

The Company is proposing this resolution to give the Directors flexibility to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company. The Board has no present intention to exercise the authority sought under Resolution 12, except in connection with the Company's employee share schemes.

The Directors intend to take note of relevant corporate governance guidelines in the use of such powers in the event that such authority is exercised.

DISAPPLICATION OF PRE-EMPTION RIGHTS (Resolution 13) Under section 561(1) of the Act, if the Directors wish to allot shares in the Company, or grant rights to subscribe for, or convert securities into shares, or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of new shares, for cash, without a pre-emptive offer to existing shareholders. This cannot be done under the Act unless shareholders have first waived their pre-emption rights.

This resolution, which will be proposed as a special resolution, would, if passed, give the Directors the authority to allot shares (or sell any shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This authority would be limited to:

  1. allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary; and/or
  2. otherwise up to an aggregate nominal amount of £175,026 (representing 5,000,753 ordinary shares of 3.5 pence each, which is approximately 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 1 November 2022 (being the latest practicable date prior to the publication of the Notice of Meeting)).

The Board considers the authority in this resolution to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emptive provisions. The Board has no present intention to make use of this authority.

The authority granted by this resolution will expire upon the expiry of Resolution 12, being at the earlier of the conclusion of the next AGM of the Company or 10 April 2024.

AUTHORITY TO MAKE MARKET PURCHASES OF OWN SHARES (Resolution 14)

This Resolution 14 will give the Company the ability to purchase its own shares up to a specified amount. The authority will be limited to market purchases of up to 5,000,753 shares, being 5% of the issued ordinary share capital (excluding treasury shares) as at

1 November 2022, being the latest practicable date prior to the publication of this document.

This resolution sets out the minimum and maximum prices that the Company can pay for the shares of the Company. The authority will be kept under review and the Company will only exercise

the power to purchase after careful consideration and when the Company is satisfied that to do so is in the best interests of the Company and its shareholders under the circumstances. Assuming no further shares were issued, this figure would represent approximately 5% of the issued share capital (excluding treasury shares) of the Company if the full authority proposed by this resolution was used. The authority granted by this resolution will expire at the earlier of the conclusion of the next AGM of the Company or 10 April 2024. Any shares purchased would be either held as treasury shares or cancelled.

DEFERRED BONUS PLAN (Resolution 15)

The Deferred Bonus Plan (the DBP) is being implemented so that a portion of a participant's annual bonus can be deferred into an award (an Award) of ordinary shares in the Company. The DBP will be administered by the Company's Remuneration Committee or any sub-committee or person duly authorised by it. Awards may also be granted to facilitate the recruitment of employees to compensate them for any awards forfeited as a result of leaving their former employer.

A copy of the DBP rules will be available for inspection by shareholders on the National Storage Mechanism (accessible at https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from the date of publication of this notice of AGM and at the place of the AGM from 15 minutes prior to its commencement until its conclusion.

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ASOS plc published this content on 10 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 November 2022 12:08:10 UTC.