BOOHOO GROUP PLC

Board/Management Information • Sep 19, 2025

National Storage Mechanism | Additional information

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 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. 

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             Max Jones / Ailsa MacMaster / Gaya Bhatt	Tel: +44 (0)20 3100 2000
Sodali & Co - Financial PR Adviser Ben Foster / Louisa Henry	Tel: +44 (0)20 3984 0114

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.

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