REG - Card Factory PLC - Result of AGM

Card FactoryAnnouncement

20/06/2024 14:45

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RNS Number : 2685T  Card Factory PLC  20 June 2024

20 June 2024

Card Factory plc

(the "Company" or "cardfactory")

Result of Annual General Meeting ("AGM")

cardfactory, the UK's leading specialist retailer of greeting cards, gifts and
celebration essentials, announces that all of the resolutions set out in Part
II of the Notice of AGM ("AGM Notice") published by the Company on 16 May 2024
were passed on a poll at the annual general meeting held today.

Details of the aggregate poll votes submitted on the resolutions are set out
below:

                Resolution

                                                                              Votes for    % of    Votes against   % of         Votes withheld

                                                                                           votes                   votes cast

                                                                                           cast

 1.             Annual Reports and Accounts                                   210,410,294  99.99%  12,502          0.01%        3,000
 2.             Dividend                                                      210,384,716  99.98%  41,080          0.02%        0
 3.             Re-elect Paul Moody                                           139,359,039  75.13%  46,122,288      24.87%       24,944,469
 4.             Re-elect Darcy Willson-Rymer                                  210,270,820  99.93%  141,124         0.07%        13,852
 5.             Re-elect Matthias Seeger                                      210,316,338  99.95%  97,606          0.05%        11,852
 6.             Re-elect Roger Whiteside                                      RESOLUTION WITHDRAWN
 7.             Re-elect Nathan Lane                                          210,312,915  99.95%  101,029         0.05%        11,852
 8.             Re-elect Robert McWilliam                                     196,927,989  93.59%  13,482,954      6.41%        14,852
 9.             Re-elect Indira Thambiah                                      196,956,968  93.60%  13,456,975      6.40%        11,852
 10.            Directors' Report on Remuneration                             209,152,492  99.42%  1,230,052       0.58%        43,251
 11.            Directors' Remuneration Policy                                201,895,508  96.00%  8,405,067       4.00%        125,220
 12.            Appoint auditors                                              210,246,976  99.96%  86,766          0.04%        92,054
 13.            Remuneration of auditors                                      210,262,683  99.97%  70,325          0.03%        92,788
 14.            Renewal of the Card Factory Long Term Incentive Plan          209,189,166  99.48%  1,094,982       0.52%        141,647
 15.            Renewal of the Card Factory plc Save As You Earn Scheme       210,406,328  99.99%  16,096          0.01%        3,372
 16.            Authority to allot shares                                     210,217,048  99.92%  176,426         0.08%        32,322
 17.            Authority to disapply pre-emption rights                      210,044,495  99.87%  280,471         0.13%        100,830
 18.            Additional authority to disapply pre-emption rights           210,043,398  99.87%  280,471         0.13%        101,927
 19.            Authority to purchase own shares                              210,393,425  99.99%  30,837          0.01%        1,534
 20.            Authority to call a general meeting on 14 clear days' notice  209,841,948  99.72%  580,848         0.28%        3,000

 

The Board notes that, although it was approved, Resolution 3 on the
reappointment of Paul Moody (Chairman) as a Director, received less than 80%
support and accordingly we will engage with shareholders to fully understand
shareholder concerns, and provide an update on further consultations within
six months of today's AGM in accordance with the UK Corporate Governance Code.

 

Notes:

1.   Any proxy appointments which gave discretion to the Chairman have been
included in the "Votes for" total.

 

2.   "Votes withheld" are not votes in law and do not count in the number of
votes counted for or against a resolution.

 

3.   Valid poll cards were made in respect of 210,425,796 shares
representing 60.67% of the issued share capital.

 

4.   In accordance with Listing Rule 9.6.2R, the full text of the special
business resolutions passed will be submitted to the UK Listing Authority via
the National Storage Mechanism and will shortly be available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

5.   A copy of this announcement will shortly be available on the Company's
investor relations website at www.cardfactoryinvestors.com
(http://www.cardfactoryinvestors.com)

 

6.   As at 20 June 2024, the Company had 346,859,600 ordinary shares of
£0.01 each in issue with voting rights. No shares are held in treasury.

 

7.   Resolutions 1 to 16 (inclusive) were passed as ordinary resolutions and
resolutions 17 to 20 (inclusive) were passed as special resolutions.

 

8.   As detailed in the Notice of Annual General Meeting, shareholders were
invited to submit to the Company any questions they would otherwise have asked
at the AGM. No such questions were submitted.

 

Name of authorised Company official responsible for making this notification:

Ciaran Stone, Company Secretary

01924 839150

Enquiries

 

Card Factory
plc
via Teneo (below)

Darcy Willson-Rymer, Chief Executive Officer

Matthias Seeger, Chief Financial Officer

 

Teneo
 
+44 (0) 207 353 4200

James Macey White / Jo
Blackshaw
     cardfactory@teneo.com (mailto:cardfactory@tulchangroup.com)

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