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 cast |
Votes against |
% of votes cast |
Votes withheld |
|
| 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RESOLUTION WITHDRAWN |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.
5. A copy of this announcement will shortly be available on the Company's investor relations website at 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