Member Info for FED1

Thanks Kach,

Most useful post of day!

To be fair to Victoria Huxster, the black Labrador belongs to her…lol

The disarray at this company is concerning. I wish the independent directors on BoD would take charge!

A baked potato would be giving better oversight.

The BoD is opaque, tardy and failing to deliver on previous promises.

This is reflected in share price. This has been effectively stated by two sell side analysts in recent reports.

This is as much a failure of the corporate governance industry.

ISS were probably instrumental in getting Kamani the landslide win at the last EGM.

What has transpired is utter contempt for shareholders who are still waiting for BoD to be transparent, timely and deliver credible plan. The board composition was always suspect and below norms. Still is.

I hope ISS read its own Voting Principles when deciding whether to endorse Kamani’s re-election.

https://www.issgovernance.com/policy-gateway/iss-global-voting-principles/

Similarly for Schroders:

https://mybrand.schroders.com/m/22ba7315c2a0cb4f/original/615750_SC_IDD_Global-Voting-Guidelines-JUL25.pdf

I agree Fatman, the incumbent BoD and Kamani are not in a good place with shareholders to fend off a second proxy battle. This is a failure in shareholder engagement and Dan has squandered the goodwill many of us had for him.

This will depend on whether ISS, Schroders, and Camelot can be convinced to endorse current BoD. There is a litany of poor corporate governance practises.

The AGM has to be announced by 28 August the latest to have 21 clear days until 19 September (15 months after previous AGM). ISS will then have to announce whether it is supporting the BoD.

The fact is that it is rare to have someone so good and strategic, that a company’s share price is dependent.

Kamani is now a liability and his family shareholding does not warrant two seats on BoD.

He should be recognised for building Boohoo, but it is now a PLC and needs to be managed by an independent and accountable BoD and professional management team.

If he stepped down, share price would rally.

My interest is Boo’s share price.

I’m glad Frasers is on shareholder list. Dan and the BoD need to prove why they deserve re-election for the AGM.

It puts the end to any speculation that Frasers perceived silence of late was due to working on a deal with Boo. It’s apparent he is clearly shut out of Boo.

I guess it shows that Boo has other options.

Kamani used his power at Boo to exert influence for personal gain. That is ethically wrong and why he should step down.

Is it a criminal matter? I doubt it would meet threshold for investigation.

I want Kamani to step down (unless he announces a credible plan to get this to 40-50p which is unlikely).

However, from a legal standpoint, did Kamani commit theft?

Boo paid a middleman (presumably boos contract was with intermediary). The intermediary had contract with supplier. Kamani told intermediary to deduct his loan repayment from third party payment to supplier.

I think there is enough there which is questionable behaviour from an UK Executive Chairman of a PLC. I can’t see the police or regulators getting involved.

Proxy Fight: Kamani vs Ashley

First round Kamani.

Second Round about to begin!

It’s hard to see how ISS and Glass could support his re-election. I think this letter is still lacking on criminal wrongdoing substance, but from an ethical point of view, it is hard to see how Kamani should exert so much influence over this company. I think this is a Fraser tactic to exert pressure on ISS and Schroders, and therefore force Kamani to not seek re-election.

AI Overview

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Whilst I agree that short-term liquidity is possibly an issue, it sounds as if Boo has options (TPG or Frasers). I think a rights issue now would be untenable. Considering they have been talking about the business review for 9 months, you would imagine that they have something else in pipeline.

I wonder if all the money raised recently (equity rights issue and head office) was swallowed up by the debt repayment leaving it short. It does seem to be squeezing suppliers and delaying refunds. However, I wouldnt say Boo has a balance sheet issue which could not be dealt with.

Why would Boohoo's Articles of Association say 15months? Because Jersey Company Law 1991 allows it to.

A company with a main board listing in UK, is subjected to Company Law Act 2006 (such as Asos). It has CA 2006 written on first page of its Articles.

The Company Secretary should be able to clarify this.

AI:

No, AIM (Alternative Investment Market) companies registered in Jersey are not directly subject to the UK's Companies Act 2006. While they must comply with the AIM Rules for Companies, they are primarily governed by Jersey company law and the AIM rules.

Boohoo's Article of Association says AGM should be held 15months from prior AGM (19 September 2026). It should also give 28 days notice (28 August 2026). This is in line with Jersey Company Act 1991. I could not find anything in AIM Listing Rules that said 6 months before financial year end of AGM. The only thing in AIM Listing Rules were to report within 6 months of financial year end. There is also nothing in AIM Listing Rules to say that AIM companies need to comply with everything section of Companies Act 2006. I do not believe they are in breach.

If people believe in Dan, then remove Kamanis.