Result of AGM
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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 Remuneration | 204,710,238 | 90.41% | 21,703,365 | 9.59% | 179,066 |
| 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:
- Any proxy appointments which gave discretion to the Chairman have been included in the "Votes for" total.
- "Votes withheld" are not votes in law and do not count in the number of votes counted for or against a resolution.
- Valid poll cards were made in respect of 226,592,669 shares representing 64.73% of the issued share capital.
- 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.
- A copy of this announcement will shortly be available on the Company's investor relations website at www.cardfactoryinvestors.com
- 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.
- Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and resolutions 13 to 16 (inclusive) were passed as special resolutions.
- 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
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