D.F.S. Furniture Company PLC
2 December 2003
DFS FURNITURE COMPANY PLC
The following resolutions were duly passed at the Annual General Meeting of the
Company held on 1 December 2003, Resolutions 9 & 10 as Special Resolutions and
all other Resolutions as Ordinary Resolutions.
1. To receive the reports of the directors and auditor and the statement of
accounts of the Company for the period ended 2 August 2003.
The proxy votes were cast 99.87% in favour of the resolution.
2. To declare a final dividend of 17.0p per share on the ordinary shares.
The proxy votes were cast 100.00% in favour of the resolution.
3. To re-elect Mr J M Blackburn as a director.
The proxy votes were cast 99.1% in favour of the resolution.
4. To re-elect Mr M C Walker as a director
The proxy votes were cast 92.33% in favour of the resolution.
5. To re-elect Mr W R Barnes as a director.
The proxy votes were cast 99.75% in favour of the resolution.
6. To approve the Directors remuneration report.
The proxy votes were cast 87.72% in favour of the resolution.
7. To re-appoint KPMG Audit Plc as auditor at a remuneration to be fixed by
the directors.
The proxy votes were cast 97.23% in favour of the resolution.
8. That the authority conferred on the directors by Article 4(B) of the
Company's Articles of Association be granted for the period expiring on
the earlier of the conclusions of the next Annual General Meeting of the
Company and the date 15 months from the passing of this resolution and
for that period the 'Section 80 amount' is £1,606,053.
The proxy votes were cast 99.76% in favour of the resolution.
9. That the power conferred on the directors by Article 4(C) of the
Company's Articles of Association be granted for the period expiring on
the earlier of the conclusion of the next Annual General Meeting of the
Company and the date 15 months from the passing of this resolution and
for that period the 'Section 89 amount' is £267,214.
The proxy votes were cast 99.98% in favour of the resolution.
10. That the Company be generally and unconditionally authorised to make
market purchases (within the meaning of Section 163 (3) of the Companies
Act 1985) of ordinary shares of 5p each in the capital of the Company
('ordinary shares') provided that:
a. the maximum aggregate number of ordinary shares authorised to be
purchased is 10,688,000;
b. the minimum price which may be paid for an ordinary share is 5p per
share (which amount shall be exclusive of all expenses);
c. the maximum price which may be paid for an ordinary share is an
amount (exclusive of all expenses) equal to 105 per cent of the
average of the middle market quotations for an ordinary share as
derived from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which that
ordinary share is purchased;
d. this authority shall expire at the earlier of the conclusion of the
next Annual General Meeting of the Company and the date 15 months
from the passing of this resolution;
e. the Company may make a contract or contracts to purchase ordinary
shares under this authority which will or may be completed wholly or
partly after the expiry of such authority and may make a purchase of
ordinary shares in pursuance of any such contract or contracts as if
the authority hereby conferred had not expired.
The proxy votes were cast 99.99% in favour of the resolution.
11. That any purchase by the Company pursuant to the authority conferred by
resolution 10 above from Lord Kirkham and his associates (as defined in the
listing rules of the London Stock Exchange) be and is hereby approved.
The proxy votes were cast 99.99% in favour of the resolution that
12. (a) The rules of the DFS Company Share Option Plan (the 'Plan') be
approved and adopted.
(b) The directors of the Company be authorised to make such modifications
as they consider necessary or appropriate to obtain the approval of
the Board of Inland Revenue pursuant to Schedule 4 of the Income Tax
(Earnings and Pensions) Act 2003 or generally to give effect to the
Plan and do all acts and things they may consider necessary or
expedient for the purposes of implementing and giving effect to this
resolution.
(c) The directors be authorised to establish further schemes based on
the Plan but modified to take account of the local tax, exchange
control or securities laws in overseas territories, provided any
shares made available under such further schemes should be treated as
counting against any limits on individual or overall participation in
the Plan.
The proxy votes were cast 86.56% in favour of the resolution.
B. Todhunter
Secretary
1 December 2003
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