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Annual General Meeting 2025

The AGM was held on Thursday 15 May 2025. The Notice of Meeting can be found in the Annual Report and Accounts January 2025.

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 9:00am
13 May
2025		 Votes
withheld1
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 Special 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
(3,000,000)


(3,000,000)

Resolution 23 total2
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.

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.

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.

Note1:  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.

Note2: 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.