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RESOLUTION WITHDRAWN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                                                                                         +44 (0) 207 353 4200

James Macey White / Jo Blackshaw                                           cardfactory@teneo.com

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