D.F.S. Furniture Company PLC
04 December 2002
DFS FURNITURE COMPANY PLC - REG NO 972107
The following resolutions were duly passed at the Annual General Meeting of the
Company held on 3 December 2002, Resolutions 10 & 11 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 3 August 2002.
The proxy votes were cast 99.96% in favour of the resolution.
2. To declare a final dividend of 16.0p per share on the ordinary shares.
The proxy votes were cast 99.96% in favour of the resolution.
3. To re-elect Lord Kirkham as a director.
The proxy votes were cast 97.95% in favour of the resolution.
4. To re-elect Mr J Massey as a director.
The proxy votes were cast 99.95% in favour of the resolution.
5. To re-elect Mr I Bowness as a director.
The proxy votes were cast 99.95% in favour of the resolution.
6. To re-elect Mr K T Morley as a director.
The proxy votes were cast 97.40% in favour of the resolution.
7. To approve the Report on Remuneration.
The proxy votes were cast 95.81% in favour of the resolution.
8. To re-appoint KPMG Audit plc as auditor at a remuneration to be fixed by
the directors.
The proxy votes were cast 99.39% in favour of the resolution.
9. 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 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 80 amount' is £1,659,658.
The proxy votes were cast 99.95% in favour of the resolution.
10. 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 £264,534.
The proxy votes were cast 99.94% in favour of the resolution.
11. That the Company be generally and unconditionally authorized 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 authorized to be
purchased is 10,581,000;
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 99.95% in favour of the resolution.
12. That, subject to the passing of resolution 11 above, any purchase by the
Company pursuant to the authority conferred by resolution 11 above from Lord
Kirkham and his associates (as defined in the listing rules of the London Stock
Exchange) may be and is hereby approved.
The proxy votes were cast 99.92% in favour of the resolution.
B. Todhunter
Secretary
3 December 2002
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