Publication of Annual Report and Notice of AGM

TheWorks.co.uk PLC

13 August 2026

 

13 August 2026

TheWorks.co.uk plc

("The Works", the "Company" or the "Group")

The UK's leading specialist retailer of affordable, screen-free activities for the whole family

Publication of Annual Financial Report and Notice of the Annual General Meeting

Unanimous recommendation from the Board that shareholders vote against shareholder-proposed AGM Resolution 15

TheWorks.co.uk plc has today published the following documents:

·    Annual Report and Accounts for the 52 weeks ended 3 May 2026 ("FY26 Annual Report")

·    Notice of 2026 Annual General Meeting ("AGM")

·    Form of Proxy and Notice of Availability for the 2026 AGM

These documents are available on the Company's website at https://corporate.theworks.co.uk, and printed copies will be posted to those shareholders who have elected to receive hard copies today. The Company's AGM will be held at the offices of Squire Patton Boggs LLP, 60 London Wall, London EC2M 5TQ, on 07 September 2026 at 2:00 p.m.

Shareholder-proposed Resolution 15 - Appointment of Graeme Coulthard as a Director

On 4 August 2026, the Board of Directors (the "Board") of The Works received a notice from Kelso Group Holdings plc ("Kelso"), which holds approximately 10.0% of the Company's voting rights, requiring the Company, pursuant to section 338 of the Companies Act 2006, to circulate a proposed ordinary resolution for consideration at the Company's Annual General Meeting.

Kelso has requested that the following proposed ordinary resolution be included in the business of the AGM:

"THAT Graeme Coulthard be and he is hereby appointed as a director of the Company with immediate effect."

Upon receipt of Kelso's proposal, the Company wrote to Kelso setting out its reasons for believing that the appointment of Graeme Coulthard would not be in the best interests of the Company or its stakeholders and would be more likely to undermine, rather than enhance, long-term value creation. The Company therefore requested that Kelso withdraw its request. Kelso subsequently confirmed that it remained intent on proceeding with the resolution.

The Board firmly and unanimously believes that the proposal to appoint Graeme Coulthard as a Director of the Company is not in the best interests of the Company or its shareholders as a whole and unanimously recommends that shareholders vote against Resolution 15 for the following reasons:

·     The proposed appointment would, in the Board's view, create unnecessary distraction, risk derailing delivery of the Group's focused growth strategy, create an imbalance in governance and potentially result in particular shareholder interests being prioritised over those of the broader shareholder base, with a consequent risk of value destruction.

·      Following a recent review of the Board's composition and skills, including the appointment of two new Independent Non-Executive Directors, the Board believes it has a strong balance of skills, experience and independence to support the continued execution of the Company's strategy to unlock further value for all shareholders.

·    Any appointment of Mr Coulthard, who owns approximately 8.0% of the Company's shares, would be as a Non-Independent Director, meaning Independent Non-Executive Directors would no longer constitute a majority of the Board.

·    Mr Coulthard has limited experience as a Director of a listed company and no executive experience in multi-site value retail operations.

·     The effectiveness of the Board and management team is clear - the successful execution against the Group's strategy continues to deliver strong results, supporting the Board's plan to achieve pre-IFRS 16 Adjusted EBITDA of £22.5m by FY30 at the latest:

o  pre-IFRS 16 Adjusted EBITDA increased to £14.0m in FY26 from £6.0m in FY24

o  LFL sales growth of +8.8% in the first 11 weeks of FY27

·     Since announcing our growth strategy in January 2025, the Group has delivered three earnings upgrades and the share price has quadrupled over the last 18 months, reflecting the momentum in the business.

The Board unanimously recommends that shareholders vote AGAINST Resolution 15 and FOR Resolutions 1 to 14 (inclusive).

The full statement from the Board setting out its reasons for recommending that shareholders vote against Resolution 15, as included in the AGM Notice, is set out in the Appendix to this announcement.

Action to be taken in respect of the Annual General Meeting

The Board strongly encourages all shareholders to exercise their voting rights in respect of the Resolutions at the Annual General Meeting. Shareholders are encouraged to submit their votes as soon as possible and, where their Ordinary shares are not held directly, should arrange for their nominee or investment platform to vote on their behalf.

Shareholders may appoint a proxy and submit their voting instructions by any of the following means:

·      By completing and returning their Proxy Form by post or electronically via the Registrar, Equiniti Limited's Shareview service, at www.shareview.co.uk; or

·      For CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the Further Notes to the Notice of the AGM; or

·      For institutional investors, by appointing a proxy electronically via the Proxymity platform, where available.

All Proxy Forms and electronic proxy appointments must be received by 2.00 p.m. on Thursday 3 September 2026. Shareholders should submit their votes as soon as possible and note that voting deadlines through nominees or investment platforms may be earlier.

Enquiries

The Works Steve Bellamy, Chairman Gavin Peck, CEO Rosie Fordham, CFO	Via Hudson Sandler
Hudson Sandler - Financial PR Alex Brennan / Lucy Wollam	[e-mail] 020 7796 4133
Singer Capital Markets Peter Steel / Sara Hale / Amber Higgs	020 7496 3000

About The Works

The Works is the UK's leading specialist retailer of affordable, screen-free activities for the whole family, providing customers with fantastic value across four product categories: arts and crafts, stationery, toys and games, and books.

The Group operates a network of over 500 stores in the UK & Ireland.

Appendix

As set out in the Notice of AGM, the following statement from the Board has been included in respect of the proposed resolution:

The Board firmly and unanimously believes that the proposal to appoint Graeme Coulthard as a Director of the Company is not in the best interests of the Company or its shareholders as a whole and unanimously recommends that shareholders vote against Resolution 15 for the following reasons:

Board balance and independence:

The current Board is strong, diverse and experienced. Its members' combined expertise spanning UK-listed companies, multi-site retail operations, finance and governance means that it is best-placed to deliver the Company's strategy and maximise long-term value for all shareholders.

Mr Coulthard served as a Director of CF TopCo Limited, the holding company of the Card Factory business prior to its listing and subsequently served as Non-Executive Director of Card Factory plc from April 2014 to February 2015. However, he was appointed as the representative of Charterhouse Capital Partners LLP, which at the time represented the Company's largest shareholder. Accordingly, he was not considered to be independent for the purposes of the UK Corporate Governance Code.

The Board notes that any appointment of Mr Coulthard to the Board would also be as a Non-Independent Director. As such, Independent Non-Executive Directors would no longer constitute a majority of the Board.

The Board recognises that Mr Coulthard, who owns 8.0% of the Company's shares, has been a significant and respected shareholder of the Company for a number of years and has maintained a regular dialogue with him.

Following a review of the Board's composition and skills, including the appointment of two new Independent Non-Executive Directors following thorough and widely advertised search processes, the Board believes it has a strong balance of skills, experience and independence to support the continued successful delivery of the Company's strategy.

Given the relatively short duration of his tenure as a non-independent Non-Executive Director of Card Factory plc, Mr Coulthard has limited experience of serving as a Director of a listed company, neither does he provide executive experience in multi-site value retail operations. While Mr Coulthard has a background in accountancy, the Board already has significant expertise in this area and notes that his experience is primarily as a private equity investor rather than as an operator of businesses. Accordingly, the Board does not believe that his appointment would enhance the overall skills, experience or effectiveness of the Board.

It should also be noted that the standard due diligence checks on Graeme Coulthard required under the AIM Rules for Nominated Advisers are outstanding to be completed at the date of this announcement.

The Board unanimously believes that the appointment of Graeme Coulthard to the Board would not be beneficial to shareholders.

We have a clear strategy that is delivering long-term sustainable value:

As set out in the announcement of our FY26 results on 23 July 2026 and in our 2026 Annual Report, in our first full year of execution, we have made strong progress across all three pillars of our Elevating The Works growth strategy; Grow Brand Fame, Improve Customer Convenience and being a Lean and Efficient Operator.

As a result of the effective execution of the Board's strategy, supported by increasing demand from families for affordable screen-free activities, the Company delivered a step change in underlying profitability, with pre-IFRS 16 Adjusted EBITDA of £14.0m in FY26 against pre-IFRS 16 Adjusted EBITDA of £6.0m in FY24.

The Group's positive momentum has continued into the new financial year, generating +8.8% LFL sales growth during the first 11 weeks of FY27 to 19 July 2026 (FY26 first 11 weeks: +7%).

We remain confident in the significant long-term potential of the Company. We have a clear plan to deliver pre-IFRS 16 Adjusted EBITDA of £22.5m by FY30 at the latest.

With three earnings upgrades since announcing our growth strategy in January 2025 and a quadrupling of the share price over the last 18 months, the progress achieved to date clearly demonstrates the effectiveness of the Board and management team in delivering against the Company's strategic objectives. We remain focused on executing our strategy and, in doing so, unlocking further value for our shareholders.

Kelso's proposal is unnecessary, distracting and potentially value destructive:

The Board has been extensively refreshed in recent years and comprises an effective blend of diverse skills and experience. The current Board works collaboratively and constructively, while providing appropriate challenge and oversight to the Executive Directors and wider senior leadership team, acting in the best interests of the Company and its shareholders as a whole.

If Kelso's proposal is supported by shareholders, the Board believes that this would introduce unnecessary disruption to the Group's positive momentum. The proposed appointment would, in the Board's view, create unnecessary distraction, risk derailing delivery of the Group's focused growth strategy, create an imbalance in governance and potentially result in particular shareholder interests being prioritised over those of the broader shareholder base, with a consequent risk of value destruction.

Conclusion

The Board remains confident in the Group's growth strategy to deliver value for all shareholders and the Board has the right skills, experience and cohesion to implement the Group's strategic plan. The Group's performance clearly demonstrates positive performance to date and the Board has a clear plan to deliver further strong results with pre-IFRS 16 Adjusted EBITDA of £22.5m by FY30 at the latest.

FY27 is another important year for the Group and the Board remains unwavering in its focus on delivery of sustainable long-term value for all of its shareholders. This development represents an unwelcome distraction at what is a critical stage of the Group's long-term development.

Accordingly, the Board unanimously recommends that shareholders join them in voting for Resolutions 1 to 14 (inclusive) and against Resolution 15.

 

END