Result of AGM
Boohoo Group Plc announced the results of its Annual General Meeting held on September 19, 2025. All Ordinary Resolutions, numbered 1 through 10, were duly passed, including Resolution 1 to receive the Company's Annual Report and Accounts for the financial year ended February 28, 2025, with 678,434,444 votes for and 5,560,300 votes against. Resolution 2, to approve the Directors' Remuneration Report for the year ended February 28, 2025, passed with 621,095,630 votes for and 477,849,423 votes against. However, Special Resolutions 11, 12, and 13 did not achieve the required majority and were not passed, despite over 98% of shareholders, excluding a major competitor, voting in favour.
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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 FOR | % | VOTES AGAINST | % | VOTES TOTAL | VOTES WITHELD | |
|---|---|---|---|---|---|---|
| 1. To receive the Company's Annual Report and Accounts for the financial year ended 28 February 2025 (together with the reports of the directors and the auditor). | 678,434,444 | 99.19 | 5,560,300 | 0.81 | 683,994,744 | 415,262,805 |
| 2. To approve the Directors' Remuneration Report for the year ended 28 February 2025. | 621,095,630 | 56.52 | 477,849,423 | 43.48 | 1,098,945,053 | 312,496 |
| 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 office until the conclusion of the next annual general meeting of the Company. | 678,169,637 | 99.15 | 5,811,424 | 0.85 | 683,981,061 | 415,276,488 |
| 9. To authorise the Directors to determine the remuneration of the Company's auditors. | 675,724,762 | 98.85 | 7,835,643 | 1.15 | 683,560,405 | 415,697,144 |
| 10. The Company and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company be authorised to make political donations. | 674,750,637 | 61.43 | 423,683,020 | 38.57 | 1,098,433,657 | 823,892 |
| 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.
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.
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