Result of AGM

Brown (N.) Group PLC
19 July 2006


                        THE COMPANIES ACTS 1985 AND 1989

                                 RESOLUTIONS

                                     OF

                              N BROWN GROUP PLC


At the annual general meeting of the above named company (Company) held at
Griffin House, 40 Lever Street, Manchester, M60 6ES on 18 July 2006 at 2.30 pm,
the following resolutions were passed in the case of resolution number 9, as an
ordinary resolution and, in the case of resolutions 10,11 and 12 as special
resolutions of the Company:


                            ORDINARY RESOLUTION

9   That, in substitution for all existing authorities the directors of
    the Company be and are hereby generally and unconditionally authorised in
    accordance with section 80 of the Companies Act 1985 (Act) to exercise all 
    the powers of the Company to allot relevant securities (within the meaning 
    of section 80 of the said Act) up to an aggregate nominal amount of 
    £9,846,449.40,provided that 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, 17 October 2007 and provided further that the 
    Company may before such expiry make any offers or agreements which would or 
    might require relevant securities to be allotted after such expiry.


                            SPECIAL RESOLUTIONS

10  That, subject to the passing of resolution 1 above, the directors of the
    Company be and are hereby empowered pursuant to section 95(1) of the 
    Companies Act 1985 (Act) to allot equity securities (within the meaning of 
    section 94(2) of the Act) for cash pursuant to the authority conferred by 
    the said resolution 1 and to sell relevant shares (as defined by section 
    94(5) of the said Act) of the Company if, immediately before such sale, such 
    shares were held by the Company as treasury shares (within the meaning of 
    section 162A(3) of the said Act) as if section 89(1) of the Act did not 
    apply to any such allotment and/or sale, provided that this power shall be 
    limited to the allotment of equity securities and/or sale of relevant 
    shares:

    (d) in connection with an offer (whether by way of rights issue, open offer 
        or otherwise) to the holders of ordinary shares where the equity 
        securities respectively attributable to the interests of all such 
        holders are proportionate (as nearly as may be) to the respective number 
        of ordinary shares held by them (notwithstanding that, by reason of such 
        exclusions or other arrangements as the directors may deem necessary or 
        desirable to deal with fractional entitlements or legal or practical 
        problems under the laws of, or the requirements of any recognised 
        regulatory body or any stock exchange in any territory, the equity 
        securities to be allotted and/or relevant shares to be sold are not 
        offered to all such holders in proportion to the number of ordinary 
        shares held by each of them); and

   (e)  otherwise than pursuant to paragraph (a) above, of equity securities up 
        to an aggregate nominal value of £1,476,967.41, and shall expire at the 
        conclusion of the next annual general meeting of the company after the 
        passing of this resolution or, if earlier, on 17 October 2007 save that 
        the company may before such expiry make any offers or agreements which 
        would or might require equity securities to be allotted, or relevant 
        shares to be sold, after such expiry.

11  That the directors of the company be authorised generally and 
    unconditionally to exercise all powers of the Company to make one or more 
    market purchases (as defined in Section 163(3) of the Companies Act 1985) 
    of its ordinary shares of 10p each in the capital of the Company, provided 
    that:

    (f)  the maximum number of ordinary shares which may be acquired is 
         29,539,348

    (g)  the minimum price which may be paid for any such ordinary share is 10p
         (exclusive of expenses); and

    (h) the maximum price which may be paid for any such ordinary share is an 
        amount equal to 105% of the average of the middle market quotation for 
        an ordinary share according to the London Stock Exchange Daily Official 
        List for the five business days immediately preceding the day on which 
        the purchase is contracted to take place (exclusive of expenses); 
        provided that the authority to purchase hereby conferred shall unless 
        previously renewed, varied or revoked, expire at the conclusion of the 
        next annual general meeting of the company after the passing of this 
        resolution or, if earlier, on 17 October 2007 but a contract of purchase 
        may be executed wholly or partly thereafter and a purchase of shares 
        may be made in pursuance of any such contract.

12  That the N Brown Group plc Long-Term Incentive Share Plan be renewed until 
    the expiry of the Company's financial year 2017.


....................

Chairman




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