CARD FACTORY PLC — AGM Information 2022

Jun 23, 2022

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author: Ciaran Stone
date: 2022-06-23 07:41:00+00:00

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Company No. 9002747

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

CARD FACTORY PLC (“Company”)

On 23 June 2022 the following resolutions were duly passed at the annual general meeting of the Company as ordinary resolutions and special resolutions as set out below:

ORDINARY RESOLUTIONS

Directors’ authority to allot shares

THAT the Directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the “2006 Act”) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

up to a nominal amount of £1,139,594.47; and

comprising equity securities (as defined in section 560 of the Act) up to a further nominal value of £1,139,594.47 in connection with an offer by way of a rights issue.

Such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 23 September 2023, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authorities given by this resolution have expired and the directors may allot shares or grant such rights pursuant to any such offer or agreement as if these authorities had not expired.

For the purposes of this Resolution 12, ‘rights issue’ means an offer to: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) that may be traded for a period before payment for the securities is due, but subject in both cases to such limits, restrictions or arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

THAT, subject to the passing of Resolution 12 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 12 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case as if Section 561(1) of the 2006 Act did not apply to any such allotment:

in the case of the authority granted in paragraph a. of resolution 12, to the allotment of equity securities:

in connection with a pre-emptive offer; and

otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £170,939.17; and

in the case of the authority granted in paragraph b. of resolution 12, to the allotment of equity securities in connection with an offer by way of a rights issue,

such authority to expire at the end of the next Annual General Meeting or on 23 September 2023, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted after the authority given by this resolution has expired.

For the purposes of this Resolution 13:

(a) ‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the Directors to (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings; and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(b) ‘rights issue’ means an offer to: (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors of the Company otherwise consider necessary, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) that may be traded for a period before payment for the securities is due, but subject in both cases to such limits, restrictions or arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

(c) references to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

THAT, subject to the passing of Resolution 12 above and in addition to any authority granted under Resolution 13 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by Resolution 12 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Companies Act 2006 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £170,939.17; and

used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 23 September 2023, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of 1p each in the capital of the Company (“Ordinary Shares”), provided that:

the maximum number of Ordinary Shares that may be purchased is 34,187,834;

the minimum price (excluding expenses) that may be paid for an Ordinary Share shall not be less than the nominal value of such share;

the maximum price (excluding expenses) to be paid for each Ordinary Share shall be the higher of:

an amount equal to 5% above the average of the middle market quotation for the Company’s Ordinary Shares as derived from the London Stock Exchange’s Daily Official List for the five business days’ prior to the purchase being made; and

the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out;

this authority shall expire at the conclusion of the next Annual General Meeting or, if earlier 23 September 2023, unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and

the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its expiry, which will or may be executed wholly or partly after such expiry.

Notice of general meetings

THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Submitted for and on behalf of Card Factory plc by

Ciaran Stone
Company Secretary

23 June 2022