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Notice of Annual General Meeting

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Notice of Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. NOTICE OF ANNUAL GENERAL MEETING (incorporated and registered in England and Wales under number 9002747) Notice of the 2018 Annual General Meeting of the Company to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 31 May 2018 at 11.00 a.m. is set out on pages 3 to 5 of this document. A form of proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by Card Factory plc’s Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. on 29 May 2018. Completion and return of a form of proxy will not prevent members from attending and voting in person should they wish to do so. Card Factory plc Annual General Meeting 2018 1 Part I – Letter from the Chairman Registered Office: Century House Brunel Road 41 Industrial Estate Wakefield West Yorkshire WF2 0XG 27 April 2018 To the holders of Card Factory plc shares NOTICE OF ANNUAL GENERAL MEETING 2018 Dear Shareholder, On behalf of the directors of Card Factory plc (together the “Directors”), it gives me great pleasure to invite you to attend the 2018 Annual General Meeting (“AGM”) of Card Factory plc (the “Company”) which will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 31 May 2018 at 11.00 a.m. The formal notice of AGM is set out in Part II on pages 3 to 5 of this document detailing the resolutions that the shareholders are being asked to vote on with notes to the notice of AGM being set out in Part III on pages 6 and 7. Details of the arrangements for the AGM are set out in these notes. If you would like to vote on the resolutions but cannot attend the AGM, please fill in the proxy form sent to you with this notice and return it in accordance with the instructions printed on the form as soon as possible. It must be received by 11.00 a.m. on 29 May 2018. An explanation of the business to be considered at this year’s AGM appears in Part IV on pages 8 to 10 of this document. The Directors consider that all the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you vote in favour of them. Yours sincerely, Geoff Cooper Chairman 2 Card Factory plc Annual General Meeting 2018 Part II – Notice of the Annual General Meeting Notice is hereby given that the Annual General Meeting of Card Factory plc will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 31 May 2018 at 11.00 a.m. for the following purposes. Resolutions 15 to 18 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. ORDINARY RESOLUTIONS Reports and Accounts 1. THAT the audited accounts of the Company for the financial year ended 31 January 2018, together with the Directors’ Report and Auditor’s Report thereon, be received. Dividend 2. THAT a final dividend of 6.4p per ordinary share for the year ended 31 January 2018 be declared. Directors 3. THAT Geoff Cooper be re-elected as a Director of the Company. 4. THAT Karen Hubbard be re-elected as a Director of the Company. 5. THAT Kristian Lee be elected as a Director of the Company. 6. THAT Octavia Morley be re-elected as a Director of the Company. 7. THAT David Stead be re-elected as a Director of the Company. 8. THAT Paul McCrudden be re-elected as a Director of the Company. 9. THAT Roger Whiteside be elected as a Director of the Company. Directors’ Remuneration Policy 10. THAT the Directors’ Remuneration Policy, set out on pages 55 to 60 in the annual report and accounts for the financial year ended 31 January 2018 (the “Annual Report and Accounts”) be approved. Directors’ Annual Report on Remuneration (excluding the Directors’ Remuneration Policy) 11. THAT the Directors’ Annual Report on Remuneration (excluding the Directors’ Remuneration Policy) set out on pages 61 to 66 in the Annual Report and Accounts be approved. Auditors 12. THAT KPMG LLP be re-appointed as auditor of the Company (the “Auditor”) to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the Company. 13. THAT the audit committee of the Company (the “Audit Committee”) be authorised to agree the remuneration of the Auditor. Directors’ authority to allot shares 14. 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 £1,138,497, such authority 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 31 July 2019, 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 authority given by this resolution has expired. Card Factory plc Annual General Meeting 2018 3 SPECIAL RESOLUTIONS Disapplication of pre-emption rights 15. THAT, subject to the passing of Resolution 14 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 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act, in each case: (i) in connection with a pre-emptive offer; and (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £170,774; as if Section 561(1) of the 2006 Act did not apply to any such allotment; such authority to expire at the end of the next Annual General Meeting or on 31 July 2019, 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 power given by this resolution has expired. For the purposes of this Resolution: (a) “pre-emptive offer” means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) 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 (b) 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) references to an allotment of equity securities shall include a sale of treasury shares; and (c) 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. 16. THAT, subject to the passing of Resolution 14 above and in addition to any authority granted under Resolution 15 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: (i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £170,774; and (ii) 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 31 July 2019, 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.
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