REG - Next PLC - Result of AGM

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15/05/2025 15:45

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RNS Number : 8947I  Next PLC  15 May 2025

 

 Contacts:     Alistair Mackinnon-Musson
               Rowbell PR                          Tel:  020 7717 5239
               Email: next@rowbellpr.com

 Photographs:  Photographs available at:

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               (http://press.next.co.uk/media/company-images/campaignimages.aspx)

 

NEXT plc ("NEXT")

Results of 2025 Annual General Meeting ("AGM")

The Board of NEXT plc is pleased to announce that at the AGM of NEXT
shareholders held on 15 May 2025, resolutions 1 to 25, as set out in the
Notice of Meeting contained in the Annual Report and Accounts for the year
ended 25 January 2025, were passed. Resolution 26, which was not supported by
the Board, was not passed.

All resolutions were put to the meeting and voted on a poll and results are
detailed below.

The total number of shares on the register at 9.00 am on 13 May 2025, being
those eligible to be voted on at the AGM, was 122,860,303.

                                                                                                   For                   Against              TOTAL VOTES CAST  % of shares on register at  Votes withheld(1)

9.00am 13 May 2025
 Resolution                                                                    Special / Ordinary  No. of Votes  %       No. of Votes  %      No. of Votes      %                           No. of Votes
 1 To receive and adopt the accounts and reports of the directors and auditor  Ordinary            84,622,594    99.71   248,355       0.29   84,870,949        69.08                       697,129
 2 To approve the Remuneration Report                                          Ordinary            77,690,189    90.85   7,828,454     9.15   85,518,643        69.61                       49,433
 3 To declare a final dividend of 158 pence per ordinary share                 Ordinary            85,556,329    100.00  338           0.00   85,556,667        69.64                       11,411
 4 To elect Jonathan Blanchard as a director                                   Ordinary            83,946,472    98.12   1,605,869     1.88   85,552,341        69.63                       15,735
 5 To re-elect Jonathan Bewes as a director                                    Ordinary            82,678,231    96.64   2,873,904     3.36   85,552,135        69.63                       15,939
 6 To re-elect Venetia Butterfield as a director                               Ordinary            83,813,346    97.97   1,739,171     2.03   85,552,517        69.63                       15,558
 7 To re-elect Soumen Das as a director                                        Ordinary            83,546,564    97.66   2,005,729     2.34   85,552,293        69.63                       15,782
 8 To re-elect Tom Hall as a director                                          Ordinary            82,026,183    95.88   3,526,144     4.12   85,552,327        69.63                       15,746
 9 To re-elect Dame Tristia Harrison as a director                             Ordinary            83,811,846    97.97   1,740,780     2.03   85,552,626        69.63                       15,449
 10 To re-elect Richard Papp as a director                                     Ordinary            84,095,106    98.30   1,457,523     1.70   85,552,629        69.63                       15,447
 11 To re-elect Michael Roney as a director                                    Ordinary            73,883,269    86.36   11,665,983    13.64  85,549,252        69.63                       18,821
 12. To re-elect Jane Shields as a director                                    Ordinary            84,308,664    98.55   1,244,113     1.45   85,552,777        69.63                       15,299
 13 To re-elect Jeremy Stakol as a director                                    Ordinary            84,072,129    98.27   1,480,682     1.73   85,552,811        69.63                       15,265
 14 To re-elect Amy Stirling as a director                                     Ordinary            83,790,589    97.94   1,761,926     2.06   85,552,515        69.63                       15,560
 15 To re-elect Lord Wolfson as a director                                     Ordinary            84,215,451    98.43   1,341,544     1.57   85,556,995        69.64                       11,082
 16 To re-appoint PricewaterhouseCoopers LLP as auditor                        Ordinary            84,697,306    99.69   265,352       0.31   84,962,658        69.15                       605,419
 17 To authorise the Audit Committee to set the auditor's remuneration         Ordinary            85,534,430    99.97   21,805        0.03   85,556,235        69.64                       11,842
 18 Extension of NEXT Long Term Incentive Plan                                 Ordinary            83,456,934    97.60   2,055,866     2.40   85,512,800        69.60                       55,277
 19 Directors' authority to allot shares                                       Ordinary            81,490,946    95.25   4,063,375     4.75   85,554,321        69.64                       13,756
 20 General authority to disapply pre-emption rights                           Special             82,389,326    96.30   3,163,050     3.70   85,552,376        69.63                       15,701
 21 Additional authority to disapply pre-emption rights                        Special             78,642,983    92.14   6,712,381     7.86   85,355,364        69.47                       212,712
 22 Authority for on-market purchase of own shares                             Special             83,040,688    97.06   2,514,258     2.94   85,554,946        69.64                       13,130
 23 Authority for off-market purchases of own shares                                               85,163,410    99.55   384,242       0.45   85,547,652        69.63                       20,425
 Less votes disregarded under the provisions of the Companies Act 2006         Special             (3,000,000)                                (3,000,000)
 Resolution 23 total(2)                                                                            82,163,410    99.53   384,242       0.47   82,547,652        67.19                       20,425
 24 Amendment to the articles of association                                   Special             85,435,951    99.86   116,187       0.14   85,552,138        69.63                       15,939
 25 Notice period of general meetings                                          Special             80,468,028    94.05   5,086,850     5.95   85,554,878        69.64                       13,199
 26 ShareAction Requisitioned Resolution                                       Special             22,253,060    26.87   60,563,460    73.13  82,816,520        67.41                       2,751,553

In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed as
special business, along with the new articles of association, will be
submitted as soon as practicable to the National Storage Mechanism and will be
available shortly for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://lnks.gd/l/eyJhbGciOiJIUzI1NiJ9.eyJidWxsZXRpbl9saW5rX2lkIjoxMDIsInVyaSI6ImJwMjpjbGljayIsImJ1bGxldGluX2lkIjoiMjAyMDA0MDUuMTk3NzA4MDEiLCJ1cmwiOiJodHRwczovL2RhdGEuZmNhLm9yZy51ay8jL25zbS9uYXRpb25hbHN0b3JhZ2VtZWNoYW5pc20ifQ.b7Q7NXHGRA8MjB_Ugl8Tv4JxhiU28TbcoNb04FTTMiY/br/77057564792-l)
.

Resolution 26

Shareholder Resolution 26, which was requisitioned by ShareAction, was
defeated by a very significant margin, with approximately three votes against
every one in favour.   This resolution was not supported by the Board for
the reasons set out comprehensively on pages 262 to 263 of the Annual Report
and Accounts, available on the Company's website: www.nextplc.co.uk
(http://www.nextplc.co.uk) .

Although the Board does not agree with the form of the resolution, it
recognises the value of providing more clarity on how wages are determined and
managed at NEXT. The Company has a long-standing commitment to transparency
and aims to offer shareholders meaningful insight into its decision making.
Accordingly, we welcome the suggestion and will expand our disclosure on
wage-setting principles and practices in our next Annual Report.

In line with the UK Corporate Governance Code, we will continue to consult
with shareholders who voted for the resolution, and an update on shareholder
views and any actions taken will be published via Stock Exchange Announcement
by 15 November 2025, with a final summary in the 2026 Annual Report and
Accounts.

Note(1):  The 'Vote Withheld' option is provided to enable the shareholder to
abstain on any resolution. It is not a vote in law and is not counted in the
calculation of the proportion of votes for and against a resolution.

Note(2): The total maximum number of Ordinary Shares which may be purchased by
NEXT for cancellation pursuant to such contingent purchase contracts is 3.0
million. NEXT has disregarded 3.0 million votes from both the total number of
votes cast in favour of the resolution and the total votes cast so that the
voting of those shares did not affect the result of the poll.

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