Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the “Meeting”) of ASOS PLC (the “Company”) will be held at at the offices of JP Morgan Cazenove, 20 Moorgate, London, EC2R 6DA on 1 October 2008 at 11.00 am.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 6 will be proposed as ordinary resolutions and resolution 7 will be proposed as a special resolution. The business to be transacted under Resolutions 1 to 6 is deemed to be ordinary business under the Company’s Articles of Association and the business to be transacted under Resolution 7 is deemed to be special business under the Company’s Articles of Association.

ORDINARY RESOLUTIONS

1. To receive and adopt the Financial Statements of the Group for the 12 months ended 31 March 2008 together with the Reports of the Directors and Auditors thereon.
2. To re-elect as a director Peter Williams who retires by rotation in accordance with the Company’s Articles of Association and offers himself for re-election.
3. To re-elect as a director Robert Bready who retires by rotation in accordance with the Company’s Articles of Association and offers himself for re-election.
4. To re-elect as a director Jonathan Kamaluddin who retires by rotation in accordance with the Company’s Articles of Association and offers himself for re-election.
5. To reappoint PricewaterhouseCoopers LLP, Chartered Accountants, London as auditors to hold offce from the conclusion of this meeting until the conclusion of the next meeting at which accounts are laid before the Company, at a level of remuneration to be determined by the directors.
6. THAT in substitution for any existing and unexercised authority and for the purposes of Section 80 of the Companies Act 1985 (“Section 80”), the directors be and they are hereby generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of Section 80) up to an aggregate nominal amount of £854,723 provided that this authority shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 10 January 2010, save that the Company may at any time before such expiry make offers, or enter into agreements or arrangements which would or might require relevant securities to be allotted after such expiry and so that the directors may allot relevant securities in pursuance of such offers, agreements or arrangements as if the authority conferred hereby had not expired.
   

   SPECIAL RESOLUTION

7. THAT in substitution for any existing and unexercised powers granted to them and subject to the passing of Resolution 6 above, the directors be and are hereby empowered pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of that Act, including the sale of shares previously held as treasury shares within the scope of Section 94(3A) thereof) for cash pursuant to the authority conferred by Resolution 6 as if Section 89(1) of that Act did not apply to any such allotment (or sale of treasury shares) provided that this power shall be limited:
   
   (a) to the allotment of equity securities in connection with an issue by way of rights (including without limitation under a rights issue, open offer or similar arrangement) in favour of holders of ordinary shares in the Company where the equity securities respectively attribute to the interests of all holders of Ordinary Shares are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them but subject to such exclusion or other arrangement as the directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under laws of, or the requirements of, any regulatory or stock exchange authority in any jurisdiction or shares held by an approved depository or in issue in uncertified form;
   
   (b) to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities (or sale of treasury shares) up to an aggregate nominal amount of £128,209; and
   
   (c) (otherwise than pursuant to paragraphs (a) and (b) above), in connection with the issue of shares pursuant to existing share options issued under the Company’s Enterprise Management Investment Scheme and the Company’s unapproved share option scheme (the “Share Options”), the allotment of ordinary shares of the Company pursuant to the exercise of the Share Options up to an aggregate nominal amount of £209,381 and shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company or 10 January 2010, except to the extent that the same is renewed or extended prior to or at such meeting save that the Company may before such expiry make offers, agreements or arrangements which would or might require equity securities to be allotted after such expiry and so that the directors may allot equity securities in pursuance of such offers, agreements or arrangements as if the power conferred hereby had not expired.

By Order of the Board

J Kamaluddin
Company secretary
ASOS PLC
Greater London House
Hampstead Road
London
NW1 7FB
21 August 2008