REG - Card Factory PLC - Result of AGM

Card FactoryAnnouncement

Thu 16:00

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RNS Number : 6417N  Card Factory PLC  19 June 2025

19 June 2025

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 19 May 2025
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 against  Number of Votes Withheld
 1.      Annual Report and Accounts                                    226,493,638  99.98%           44,800         0.02%               54,231
 2.      Dividend                                                      219,041,798  96.69%           7,498,078      3.31%               52,793
 3.      Re-elect Paul Moody                                           193,738,142  85.54%           32,759,796     14.46%              94,731
 4.      Re-elect Darcy Willson-Rymer                                  225,600,120  99.64%           826,452        0.36%               166,097
 5.      Re-elect Matthias Seeger                                      225,579,055  99.63%           835,662        0.37%               177,952
 6.      Re-elect Robert McWilliam                                     222,846,703  98.41%           3,591,585      1.59%               154,381
 7.      Re-elect Indira Thambiah                                      210,326,235  92.88%           16,113,302     7.12%               153,132
 8.      Elect Pam Powell                                              222,814,056  98.40%           3,615,450      1.60%               163,163
 9.      Directors' Report on                                          204,710,238  90.41%           21,703,365     9.59%               179,066

         Remuneration
 10.     Appoint Auditors                                              226,443,116  99.97%           68,139         0.03%               81,414
 11.     Remuneration of Auditors                                      226,010,712  99.83%           391,460        0.17%               190,497
 12.     Authority to allot shares                                     177,983,595  78.58%           48,518,968     21.42%              90,106
 13.     Authority to disapply pre-emption rights                      177,686,314  78.48%           48,731,316     21.52%              175,039
 14.     Additional authority to disapply pre-emption rights           177,676,736  78.48%           48,729,727     21.52%              186,206
 15.     Authority to purchase own shares                              226,460,186  99.96%           82,093         0.04%               50,390
 16.     Authority to call a general meeting on 14 clear days' notice  197,312,569  87.10%           29,225,373     12.90%              54,727

 

The Board notes that, although each was approved, Resolution 12 (Authority to
allot shares), Resolution 13 (Authority to disapply pre-emption rights) and
Resolution 14 (Additional authority to disapply pre-emption rights) each
received less than 80% support and accordingly we will engage with relevant
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 226,592,669 shares
representing 64.73% of the issued share capital.

 

4.   In accordance with Listing Rule 6.4.2R, 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
www.morningstar.co.uk/uk/NSM (http://www.morningstar.co.uk/uk/NSM) .

 

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 19 June 2025, the Company had 350,039,789 ordinary shares of
£0.01 each in issue with voting rights. No shares are held in treasury.

 

7.   Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and
resolutions 13 to 16 (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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