Result of AGM - Update Statement

Summary by AI ^BETAClose X

Card Factory plc has provided an update following its 2025 AGM, where Resolutions 12, 13, and 14 concerning share allotment and pre-emption rights received over 20% of votes against them. Consultations with the 13 largest shareholders, representing 58% of issued capital, revealed that three out of six engaged shareholders supported these resolutions. Concerns primarily stemmed from equity dilution due to employee share awards, which the company is addressing through its share buyback program launched on October 30, 2025. One shareholder suggested focusing on core business investment over acquisitions, a view the Board will consider alongside other strategic growth perspectives.

Disclaimer*

Card Factory PLC

18 December 2025

Card Factory plc

(the "Company" or "cardfactory")

Update statement on 2025 Annual General Meeting ("AGM")

cardfactory, the UK's leading specialist retailer of greeting cards, gifts and celebration essentials, reports the outcome of the additional shareholder consultation following the 2025 AGM.

At the Company's 2025 Annual General Meeting, held on 19 June 2025, all resolutions were passed with the requisite majority. However, the Company received more than 20% of votes cast against Resolution 12 (Authority to allot shares), Resolution 13 (Authority to disapply pre-emption rights) and Resolution 14 (Additional authority to disapply pre-emption rights).

In accordance with the UK Corporate Governance Code, the Board sought consultations with the 13 largest shareholders, holding (in aggregate) 58% of the company's issued share capital, to seek their views and better understand any concerns.

Of the six shareholders who engaged in this consultation, three reported that they supported Resolution 12, Resolution 13 and Resolution 14.

Feedback from shareholders who voted against Resolution 12, Resolution 13 and Resolution 14 was primarily due to dissatisfaction with equity dilution arising from employee share awards, which has been addressed by the share buyback programme, which launched on 30 October 2025, following a statement of intention to effect such a programme in the Interim Results announcement on 30 September 2025.

One shareholder encouraged a focus on investment in the core cardfactory business rather than acquisitions. The Board notes this view along with other shareholder views which were in support of the areas for strategic growth and will evaluate all investments to seek to drive long term shareholder value.

Enquiries

Card Factory plc via Teneo (below)

Darcy Willson-Rymer, Chief Executive Officer

Matthias Seeger, Chief Financial Officer

Teneo +44 (0) 207 353 4200

James Macey White / Anthony Di Natale cardfactory@teneo.com

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