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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 Card Factory plc (incorporated and registered in England and Wales under number 9002747) Notice of the 2020 Annual General Meeting of the Company to be held at Century House, Brunel Road, 41 Industrial Estate, Wakefield, West Yorkshire, WF2 0XG on 30 July 2020 at 11.00 a.m. is set out on pages 3 to 7 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 28 July 2020. Card Factory plc Annual General Meeting 2020 1 Part I – Letter from the Chairman Registered Office: Century House Brunel Road 41 Industrial Estate Wakefield West Yorkshire WF2 0XG 19 June 2020 To the holders of Card Factory plc shares NOTICE OF ANNUAL GENERAL MEETING 2020 Dear Shareholder, On behalf of the directors of Card Factory plc (together the “Directors”), I am writing to give you notice of the arrangements for the 2020 Annual General Meeting (“AGM”) of Card Factory plc (the “Company”), which will be held at our offices at Century House, Brunel Road, 41 Industrial Estate, Wakefield, West Yorkshire, WF2 0XG on 30 July 2020 at 11.00 a.m. Due to the impact of Covid-19 and in accordance with the current government guidance against gatherings of more than two, we do not intend to admit any shareholders in person at the AGM and have made arrangements for the quorum (which is any two shareholders or their proxies/corporate representatives) to be satisfied by the presence of two employee shareholders present in person. I encourage you to vote on the resolutions by completing 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 28 July 2020. As there will be no facility to ask questions at the AGM. In accordance with BEIS and FRC joint guidance, we will respond to shareholder questions in advance of the meeting, which can be submitted by email to legal@ cardfactory.co.uk by no later than 4pm on 24 July 2020. You shall receive a response by email and appropriate questions and answers will be available on the Company’s website following the conclusion of the AGM. 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. 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 continued effectiveness of the Board, its committees and the Company’s Directors was assessed through a formal evaluation process in 2019. The Nomination Committee also reviewed the balance of skills, backgrounds, knowledge, independence and experience represented on the Board. Following such evaluation and review, the Board recommends the election or re-election of all Directors. Biographies for each Director can be found in the Appendix to this Notice of AGM. 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, Paul Moody Chairman 2 Card Factory plc Annual General Meeting 2020 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 Century House, Brunel Road, 41 Industrial Estate, Wakefield, West Yorkshire, WF2 0XG on 30 July 2020 at 11.00 a.m. for the following purposes. Resolutions 14 to 17 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions. ORDINARY RESOLUTIONS Reports and Accounts 1. THAT the Annual Report and Accounts of the Company for the financial year ended 31 January 2020, together with the Directors’ Report therein, be received. Directors 2. THAT Paul Moody be re-elected as a Director of the Company. 3. THAT Karen Hubbard be re-elected as a Director of the Company. 4. THAT Kristian Lee be re-elected as a Director of the Company. 5. THAT Octavia Morley be re-elected as a Director of the Company. 6. THAT David Stead be re-elected as a Director of the Company. 7. THAT Paul McCrudden be re-elected as a Director of the Company. 8. THAT Roger Whiteside be re-elected as a Director of the Company. 9. THAT Nathan Lane be elected as a Director of the Company. Directors’ Annual Report on Remuneration 10. THAT the Directors’ Annual Report on Remuneration (excluding the Directors’ Remuneration Policy) set out on pages 73 to 83 in the Annual Report and Accounts, be approved. Auditors 11. 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. 12. THAT the audit committee of the Company (the “Audit Committee”) be authorised to agree the remuneration of the Auditor. Directors’ authority to allot shares 13. 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: a. up to a nominal amount of £1,138,754.65; and b. comprising equity securities (as defined in section 560 of the Act) up to a further nominal value of £1,138,754.65 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 30 October 2021, 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 13, ‘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. Card Factory plc Annual General Meeting 2020 3 SPECIAL RESOLUTIONS Disapplication of pre-emption rights 14. THAT, subject to the passing of Resolution 13 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 13 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: a. in the case of the authority granted in paragraph a. of resolution 13, to the allotment of equity securities: 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 £170,813.19; and b. in the case of the authority granted in paragraph b. of resolution 13, 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 of the Company or at the close of business on 30 October 2021, 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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