Card Factory PLC Result of AGM

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 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	Re-elect Roger Whiteside	RESOLUTION WITHDRAWN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                                                                                         [phone]

James Macey White / Jo Blackshaw                                           [e-mail]

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