At the Annual General Meeting (AGM) of NEXT plc held on 18 May 2023, all resolutions put to shareholders were passed, except for resolution 12 which related to the re-election of the Company's Non-Executive Chair, Mr. Michael Roney. Approximately 20.84% of shareholders who voted did not support his re-election. In accordance with the 2018 UK Corporate Governance Code, the Company engaged in a consultation process with shareholders to understand their reasons for voting against Mr. Roney's re-election.

The feedback received from shareholders who voted against the re-election indicated that their concerns were primarily related to Mr. Roney being considered as overboarded, meaning he holds too many directorship roles, and the gender makeup of the Board. The Board acknowledges that some investors have stricter voting policies in relation to Chair and Directorship roles on listed company boards.

However, the Board emphasizes that Mr. Roney dedicates sufficient time to his role as Chair and effectively fulfills his functions and obligations. He has attended all Board and Committee meetings in the past three years and has been readily available when required, as demonstrated during the Group's response to the pandemic and his involvement in major strategic decisions made by the Board.

The NEXT Nomination Committee monitors Directors' external commitments and would take appropriate action if any concerns were raised about the ability of any director, including the Chair, to dedicate sufficient time to their roles. The Board believes that Mr. Roney brings significant experience, provides clear direction and leadership, and his continuing appointment as Chair is beneficial for all stakeholders in the Company.

Further details on these matters will be provided in the 2024 Annual Report.