REG - Boohoo Group Plc - Result of AGM

BoohooAnnouncement

19/09/2025 14:30

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RNS Number : 1099A  Boohoo Group Plc  19 September 2025

For immediate
release                                                                                    19
September 2025

boohoo group plc

("Debenhams Group", "Debenhams" or the "Company")

 

RESULT OF ANNUAL GENERAL MEETING

Debenhams Group (AIM: DEBS) announces the result of the Annual General Meeting
(the AGM) held earlier today, 19 September 2025.

All of the Ordinary Resolutions 1 - 10 proposed at the AGM were duly passed.
The Special Resolutions 11, 12 and 13 did not achieve the requisite majority
and therefore were not passed.

                                                                                  VOTES        %      VOTES        %      VOTES          VOTES WITHELD

FOR
AGAINST
TOTAL
 1. To receive the Company's Annual Report and Accounts for the financial year    678,434,444  99.19  5,560,300    0.81   683,994,744    415,262,805
 ended 28 February 2025 (together with the reports of the directors and the
 auditor).
 2.  To approve the Directors' Remuneration Report for the year ended 28          621,095,630  56.52  477,849,423  43.48  1,098,945,053  312,496
 February 2025.
 3.   To re-elect Tim Morris as a director of the Company.                        675,429,437  61.49  423,008,316  38.51  1,098,437,753  819,796
 4.   To re-elect Mahmud Kamani as a director of the Company                      673,988,925  61.35  424,685,189  38.65  1,098,674,114  583,435
 5.   To re-elect John Goold as a director of the Company.                        674,850,840  61.44  423,556,978  38.56  1,098,407,818  849,731
 6.   To re-appoint Dan Finley as a director of the Company                       676,869,131  61.62  421,669,107  38.38  1,098,538,238  719,311
 7.   To re-appoint Phil Ellis as a director of the Company                       675,996,583  61.54  422,446,855  38.46  1,098,443,438  814,111
 8.   To re-appoint PKF Littlejohn LLP as auditors of the Company to hold         678,169,637  99.15  5,811,424    0.85   683,981,061    415,276,488
 office until the conclusion of the next annual general meeting of the Company.
 9.   To authorise the Directors to determine the remuneration of the             675,724,762  98.85  7,835,643    1.15   683,560,405    415,697,144
 Company's auditors.
 10.  The Company and all companies that are, at any time during the period       674,750,637  61.43  423,683,020  38.57  1,098,433,657  823,892
 for which this resolution has effect, subsidiaries of the Company be
 authorised to make political donations.
 11.  Disapplication of Pre-emption Rights - General                              675,269,628  61.48  423,144,264  38.52  1,098,413,892  843,657
 12.  Disapplication of pre-emption rights - Financing                            675,250,006  61.47  423,176,188  38.53  1,098,426,194  831,355
 13.  Purchase of own Shares                                                      676,990,839  61.62  421,581,840  38.38  1,098,572,679  684,870

 

***For reference, Frasers Group owns 415,000,000 ordinary shares in the
Company

The Board is pleased that over 98% of shareholders, excluding a major
competitor,  supported the resolutions to re-appoint and re-elect the
directors. Resolution 2, an advisory resolution, was approved by a majority of
shareholders. The  Remuneration Committee sets the remuneration policy to
attract and retain the leadership team, and to align against delivery of the
Group's strategy.

It comes as no surprise that as a result of the voting of the major
competitor, the special resolutions numbered 11, 12 and 13 have not been
passed, despite over 98% of other shareholders voting in favour.

These special resolutions were in customary form and of a type which are
regularly recommended by boards as being in the best interests of all
shareholders. Whilst these special resolutions have not been passed, the Board
would like to reassure shareholders that this is not expected to have any
material impact on the Group going forwards. The Board remains firmly focused
on delivering the turnaround strategy and maximising value for all
shareholders.

The Board and the Committee will continue to consider shareholder perspectives
as appropriate.

The full text of the resolutions is set out in the Notice of Meeting dated 27
August 2025 which is available at www.debenhamsgroup.com
(http://www.debenhamsgroup.com) .

 

For further information, please contact:

 Debenhams Group
 Phil Ellis, Chief Financial Officer                       Tel: +44 (0)161 233 2050
 Zeus Capital - Nominated Advisor and Joint Broker
 Dan Bate / James Edis                                     Tel: +44 (0)161 831 1512
 Benjamin Robertson                                        Tel: +44 (0)20 3829 5000
 Panmure Liberum - Joint Broker                            Tel: +44 (0)20 3100 2000

Max Jones / Ailsa MacMaster / Gaya Bhatt
 Sodali & Co - Financial PR Adviser                        Tel: +44 (0)20 3984 0114

 Ben Foster / Louisa Henry

About Debenhams Group

Debenhams Group is a leading online retailer in fashion, home, and beauty,
serving millions of customers across five shopping destinations: Debenhams,
Karen Millen, boohoo, MAN and PLT. Debenhams Group dates back to 1778 when
William Clark, a retail pioneer of the time, opened the UK's first
department store. Today, the Group is home to Debenhams-which was relaunched
in 2021 as an online department store-and  leading online fashion retailers,
including boohoo, PLT, MAN, and Karen Millen.

 

END

 

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