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RESOLUTION WITHDRAWN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