Next 15 : 2025 Notice of the 2025 AGM

This document is important and requires your immediate attention.

If you are in any doubt about the action you should take, you should seek advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 or from an appropriately authorised independent professional adviser if you are outside the United Kingdom.

If you have sold or otherwise transferred all of your shares in Next 15 Group plc, please forward this document and any other accompanying documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or otherwise transferred only some of your shares, you should contact the person through whom the sale or transfer was effected.

Next 15 Group plc

Notice of the 2025 Annual General Meeting and Chair's explanatory letter

Next 15 Group plc

Registered in England & Wales (01579589) 60 Great Portland Street

London W1W 7RT

T: [phone]

Company number

01579589

Website

https://www.next15.com

Directors

Penny Ladkin-Brand, Non-Executive Chair Tim Dyson, Chief Executive Officer

Peter Harris, Chief Financial Officer Jonathan Peachey, Chief Operations Officer Helen Hunter, Non-Executive Director, Senior Independent Director

Robyn Perriss, Non-Executive Director Dianna Jones, Non-Executive Director Paul Butler, Non-Executive Director Mark Astaire, Non-Executive Director

Company Secretary

Mark Sanford

Advisers

Nominated adviser and joint brokers

Deutsche Numis Deutsche Bank AG 45 Gresham Street London EC2V 7BF

Joint broker

Joh. Berenberg, Gossler & Co. KG 60 Threadneedle Street

London EC2R 8HP

External Auditor

Deloitte LLP

2 New Street Square London EC4A 3BZ

Bankers

HSBC UK Bank plc 1 Centenary Square Birmingham B1 1HQ

Investor relations

[e-mail]

Letter from the Chair

6 May 2025

Dear Shareholder,

2025 Annual General Meeting

The Annual General Meeting ('AGM') of Next 15 Group plc (the 'Company') will be held at our offices located at 60 Great Portland Street, London W1W 7RT, on 26 June 2025 at 9.30 a.m.

The Board of Directors of the Company (the 'Directors' or the 'Board') values the opportunity to meet shareholders and respond to any questions you may have. Any changes to the AGM will be made available via our website at https://www.next15.com/investors.

We strongly encourage you to vote on all resolutions by completing an online proxy appointment form in advance of the meeting, appointing the Chair of the meeting as your proxy, whether or not you are ultimately able to attend in person. Details of how to do this are set out below.

For a detailed review of the year, please see our 2025 Annual Report at https://www.next15.com.

The formal notice of AGM, containing the resolutions to be considered at the AGM, is set out on pages 3 and 4 of this document (the 'Notice of AGM'), and this letter explains the resolutions more fully.

Resolutions 1 to 13 are ordinary resolutions requiring the approval of a simple majority of shareholders present in person or by proxy and voting at the AGM. Resolutions 14 to 17 are special resolutions requiring the approval of 75% of shareholders present in person or by proxy and voting at the AGM.

Dividend Reinvestment Plan

The Company operates a Dividend Reinvestment Plan ('DRIP') which enables shareholders in the UK to buy the Company's shares on the London Stock Exchange with their cash dividend. Further information about the DRIP is available from the Company's registrars, MUFG Corporate Markets. If shareholders would like their future dividends to qualify for the DRIP, completed application forms must be returned to the registrar.

Action to be taken

The Company no longer posts proxy voting cards to shareholders to reduce our impact on the environment. In order to vote at the AGM, shareholders should use the Investor Centre app or web browser at uk.investorcentre.mpms.mufg.com. You may need to register for the Investor Centre if you have not already done so. Alternatively, you can vote via CREST or Proxymity (refer to the notes to the Notice of Annual General Meeting). All such votes must be received by 9.30 a.m. on 24 June 2025, being 48 hours prior to the time of the AGM. Although the Company will no longer be producing hard copy proxy forms, a paper copy may be requested by contacting MUFG Corporate Markets via email at [e-mail] or on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.

From overseas please call [phone]. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. Monday to Friday excluding public holidays in England and Wales.

To register for the Investor Centre, you will need your Investor Code ('IVC') which can be found on your share certificates. Once registered, you will immediately be able to vote. Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person, should you so wish.

Recommendation

The Directors believe that all of the resolutions to be proposed as set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the AGM, as they intend to do so in respect of their own beneficial holdings. The Directors' beneficial holdings in aggregate amount to 5,559,494 shares, representing approximately 5.51% of the issued Ordinary Share capital in the Company as at 14 April 2025, the last practicable date prior to the publication of this document.

The Directors and I thank you for your continued support. Yours faithfully,

Penny Ladkin-Brand

Chair

Notice of the 2025 Annual General Meeting and Chair's explanatory letter

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the 'AGM' or 'Meeting') of Next 15 Group plc (the 'Company') will be held at

60 Great Portland Street, London W1W 7RT, on 26 June 2025 at

9.30 a.m. for the purpose of considering and, if thought fit, passing Resolutions 1 to 13 as ordinary resolutions, and Resolutions 14 to 17 as special resolutions.

Ordinary resolutions

Annual Report and Accounts

1. To receive the Company's Annual Report and Accounts for the financial year ended 31 January 2025, together with the reports of the Directors and Auditor.

   Directors' Remuneration Report

2. To receive and approve the Directors' Remuneration Report, as set out on pages 81 to 97 of the Company's Annual Report and Accounts for the financial year ended 31 January 2025.

   Final dividend

3. To declare a final dividend for the financial year ended 31 January 2025 of 10.6p per Ordinary Share payable on 8 August 2025 to shareholders whose names appear on the register of members at the close of business on 4 July 2025.

   Election and re-election of Directors

4. To elect Mark Astaire as a Director of the Company, who retires in accordance with the Company's Articles of Association having been appointed by the Board of Directors on 1 February 2025.

5. To elect Mickey Kalifa as a Director of the Company, who retires in accordance with the Company's Articles of Association having been appointed by the Board of Directors with effect from

   1 June 2025.

6. To elect Samantha Wren as a Director of the Company, who retires in accordance with the Company's Articles of Association having been appointed by the Board of Directors with effect from 1 June 2025.

7. To re-elect Penny Ladkin-Brand as a Director of the Company.

8. To re-elect Tim Dyson as a Director of the Company.

9. To re-elect Jonathan Peachey as a Director of the Company.

10. To re-elect Paul Butler as a Director of the Company.

    Auditor reappointment

11. To reappoint Deloitte LLP as the Company's Auditor to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company.

    Auditor remuneration

12. To authorise the Audit and Risk Committee (for and on behalf of the Board of Directors) to determine the Auditor's remuneration.

    Authority to allot shares

13. THAT, in place of all existing powers, pursuant to section 551 of the Companies Act 2006 (the 'Act'), the Directors of the Company be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:

    1. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £1,682,080 (such amount to be reduced by the aggregate nominal amount allotted or granted pursuant to paragraph (b) of this resolution) in connection with a fully pre-emptive offer:

       1. to holders of Ordinary Shares in proportion (as nearly as 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,

          but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems arising under, or as a result of, the laws of any territory, or the requirements

          of any regulatory body or any stock exchange in any territory, or any other matter whatsoever; and

    2. otherwise, than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £841,040 (such amount to be reduced by the aggregate nominal amount allotted or granted pursuant to paragraph (a) of this resolution in excess of £841,040),

       such authorities to expire in each case from the conclusion

       of the Company's next AGM, or, if earlier, at the close of business on 25 September 2026 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares, or grant rights to subscribe for, or convert any security into, shares in pursuance of such an offer or agreement as if the authorities conferred hereby had not expired.

       Notice of Annual General Meeting continued

       Special resolutions

       Disapplication of pre-emption rights

14. THAT, subject to the passing of Resolution 13 and in place of all existing powers, pursuant to section 570 of Act, the Directors be generally and unconditionally authorised to allot equity securities (within the meaning of section 560 of the Act) (i) for cash under the authority given by that resolution and/or (ii) pursuant to section 573 of the Act to sell Ordinary Shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to the allotment or sale of equity securities for cash:

    1. in connection with an offer to acquire equity securities (in the case of the authorisation granted under Resolution 13(a) by way of a fully pre-emptive offer only):

       1. in favour of holders of Ordinary Shares in proportion (as nearly as 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,

          but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, record dates, or legal or practical problems arising under or as a result of the laws of any territory or the requirements of any regulatory body or

          any stock exchange in any territory, or any other matter whatsoever; and

    2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £252,312 (representing approximately 10% of the Company's issued share capital as at 14 April 2025); and

    3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

       such authority to expire from the conclusion of the Company's next AGM, or, if earlier, at the close of business on 25 September 2026 (unless previously renewed, varied or revoked by the Company in 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 sell treasury shares) under any such offer

       or agreement as if the authority had not expired.

       Disapplication of pre-emption rights: acquisition or specified capital investment

15. THAT, subject to the passing of Resolution 13 and in place of all existing powers, the Directors be generally and unconditionally authorised, in addition to any authority granted under Resolution 14, pursuant to section 570 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash under the authority given by that resolution and/or pursuant to section 573 of the Act to sell Ordinary Shares held by the Company as treasury shares for cash, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

    1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £252,312 (representing approximately 10% of the Company's issued share capital as at 14 April 2025), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified 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; and

    2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to

       a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

       such authority to expire from the conclusion of the Company's next AGM, or, if earlier, at the close of business on 25 September 2026 (unless previously renewed, varied or revoked by the Company in 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 sell treasury shares) under any such offer

       or agreement as if the authority had not expired.

       Notice of the 2025 Annual General Meeting and Chair's explanatory letter

       Authority to purchase own shares

16. THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to purchase Ordinary Shares of 2.5p each in the capital of the Company by way of market purchase (as defined in section 693(4) of the Act) on the London Stock Exchange upon and subject to such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:

    1. the maximum aggregate number of Ordinary Shares which may be purchased is 10,092,481;

    2. the minimum price (exclusive of expenses) which may be paid for such Ordinary Shares is 2.5p; and

    3. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for an Ordinary Share of the Company as taken from the London Stock Exchange Daily Official List for the five business days immediately before the date on which such Ordinary Shares are contracted to be purchased and (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venues where the purchase is carried out.

       The authority hereby conferred shall expire in each case from the conclusion of the Company's next AGM, or, if earlier, at the close of business on 25 September 2026 (unless previously renewed, varied, or revoked by the Company in general meeting), provided that any contract for the purchase of any Ordinary Shares as aforesaid which was concluded before the expiry of the authority may be executed wholly or partly after the authority expires and purchases may be made of any Ordinary Shares pursuant to such contract as if the authority had not expired.

       Capital reduction

17. THAT, subject to court approval, the amount standing to the credit of the Company's share premium account be cancelled.

By order of the Board

Mark Sanford Company Secretary 6 May 2025

Registered office:

60 Great Portland Street London W1W 7RT