Circular and Notice of General Meeting

Next PLC

19 December 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

19 December 2025

NEXT plc (the "Company" or "NEXT")

Return of capital to shareholders by way of B Share Scheme

In line with our long-standing objective of returning surplus cash¹ to shareholders, we are pleased to announce a proposal to return £421.28 million net² to shareholders by way of a B Share Scheme of 360 pence per B Share.

We have spent time considering a number of potential methods for returning capital to shareholders and have concluded that a B Share Scheme would be the most effective method for doing so, rather than a special dividend. In reaching this conclusion, the Board considered in particular the position of both retail and institutional shareholders and the benefits of completing a capital return within a reasonable timescale.

The B Share Scheme is subject to the approval of shareholders and, accordingly, an explanatory circular regarding the B Share Scheme, containing a notice of general meeting (the "Circular"), has been published by the Company today and can be found on NEXT's website at www.nextplc.co.uk.

The Company's general meeting to approve the B Share Scheme and associated resolutions regarding the share capital of the Company and certain amendments to its articles of association will be held at 9:00am on Thursday 15 January 2026 at Leicester Marriott Hotel.

It is expected that the timetable will be as follows:

Publication and posting of the Circular and notice of general meeting		Friday 19 December 2025
Latest time and date for receipt of forms of proxy and CREST proxy instructions for the general meeting		9:00am on Tuesday 13 January 2026
General meeting		9:00am on Thursday 15 January 2026
Record time		6:00pm on Thursday 15 January 2026
B Shares issued equal to the number of ordinary shares at the record time		Thursday 15 January 2026, following the Record time
Ordinary shares marked ex-entitlement to B Shares		8:00am on Friday 16 January 2026
Redemption and cancellation of B Shares		Friday 16 January 2026
Despatch of payments and CREST accounts credited in respect of proceeds		On or before Wednesday 28 January 2026

(1)

Surplus cash is defined as cash generation, after deducting interest, tax, capital expenditure, investments or acquisitions and ordinary dividends.

(2)

Ordinary shares held by the NEXT Employee Share Ownership Plan Trust (the "ESOT") will have the same rights under the B Share Scheme as ordinary shares held by other shareholders. Therefore, the gross amount of cash to be returned to shareholders (including the amount due to the ESOT) by way of the B Share Scheme is £440.78 million. However, the amount due to the ESOT under the B Share Scheme will be applied by the ESOT towards part-repayment of an existing loan between the Company and the ESOT, meaning £421.28 million is the net amount returned to shareholders. Note the net amount may change if, between Thursday 18 December 2025 (being the latest practicable date) and the record time, any options under the Company's share plans are exercised and are satisfied out of the ordinary shares held by the ESOT. But the gross amount and the proposed redemption amount of 360 pence per B Share will both remain the same. Please see the Circular for further detail.

Date:	Embargoed until 07:00 hrs, Friday 19 December 2025
Contacts:	Jonathan Blanchard, Chief Financial Officer (analyst calls)
	NEXT PLC	Tel: [phone]
	Alistair Mackinnon-Musson	Email: [e-mail]
	Rowbell PR	Tel: [phone]

IMPORTANT NOTICES

This announcement has been issued by and is the sole responsibility of NEXT. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to this announcement or otherwise.

This announcement has been prepared in accordance with and for the purpose of complying with English law and the Listing Rules and Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.  The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

This announcement introduces the proposals contained in the Circular, which should be read by shareholders before taking a decision. The announcement is not a summary of the proposals and should not be regarded as a substitute for reading the Circular.

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (FSMA) if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.

 

END