Results of the Annual General Meeting

Literacy Capital PLC

22 May 2026

 

The information contained in this announcement is restricted and is not for publication, release or distribution in the United States of America, any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa.

22 May 2026

Literacy Capital Plc

Results of the Annual General Meeting held on 20 May 2026

Literacy Capital Plc (the "Company") is pleased to announce that all of the resolutions put forward at its Annual General Meeting held on 20 May 2026 were duly passed.

The full text of all the resolutions is contained in the notice of meeting in the Company's circular dated 16 April 2026 (the "AGM Circular").

As contemplated in the AGM Circular, the votes were conducted on a poll with the chair of the meeting casting their vote in accordance with the proxy votes held by them as set out below.

The votes received were as follows:

Resolution		In Favour/Discretionary (note i)		Against		Withheld (note iii)	Total votes received	Percentage of issued share capital voted (%) (note iii)
		Total votes	Percentage	Total votes	Percentage
Ordinary resolutions
1.	To approve the proposed variation to the Warrant Subscription Price as detailed in the Warrant Instrument Deed of Amendment.	15,957,878	99.30%	113,249	0.70%	4,790	16,075,917	26.71%
2.	To capitalise from time to time a sum or sums not exceeding, at each relevant time, the aggregate amount then standing to the credit of the Company's reserves available for the purpose of making issues of unlisted redeemable fixed rate preference shares ("B Shares") of £1 each in the capital of the Company.	16,067,878	99.98%	3,249	0.02%	4,790	16,075,917	26.71%
3.	To authorise the Directors to allot B Shares under section 551 of the Companies Act 2006.	16,067,878	99.98%	3,249	0.02%	4,790	16,075,917	26.71%
4.	To receive the reports of the Directors and the Auditors and the audited accounts for the year ended 31 December 2025.	16,069,378	99.99%	1,749	0.01%	4,790	16,075,917	26.71%
5.	To approve the Director's Remuneration Policy in the audited accounts for the year ended 31 December 2025.	16,065,204	99.99%	2,023	0.01%	8,690	16,075,917	26.70%
6.	To approve the Directors' Remuneration Report in the audited accounts for the year ended 31 December 2025.	16,069,378	99.99%	1,749	0.01%	4,790	16,075,917	26.71%
7.	To re-elect Paul Pindar as a Director of the Company.	14,639,131	95.99%	611,996	4.01%	824,790	16,075,917	25.34%
8.	To re-elect Richard Pindar as a Director of the Company.	14,639,131	91.10%	1,430,496	8.90%	6,290	16,075,917	26.70%
9.	To re-elect Rachel Murphy as a Director of the Company.	16,067,631	99.99%	1,996	0.01%	6,290	16,075,917	26.70%
10.	To re-elect Christopher Sellers as a Director of the Company.	16,067,631	99.99%	1,996	0.01%	6,290	16,075,917	26.70%
11.	To elect Dawn Marriott as a Director of the Company.	16,067,631	99.99%	1,996	0.01%	6,290	16,075,917	26.70%
12.	To re-appoint Mazars LLP as Auditors of the Company.	16,069,378	99.99%	1,749	0.01%	4,790	16,075,917	26.71%
13.	To authorise the Directors to determine the Auditors' remuneration.	16,069,378	99.99%	1,749	0.01%	4,790	16,075,917	26.71%
14.	To approve the Company's dividend policy.	16,071,554	99.99%	1,749	0.01%	2,614	16,075,917	26.71%
15.	To authorise the Directors to allot Ordinary Shares under section 551 of the Companies Act 2006 up to an aggregate nominal amount of £12,035.	16,067,878	99.98%	3,249	0.02%	4,790	16,075,917	26.71%
16.	To authorise the Directors to allot or to grant rights to subscribe for or to convert any securities into Ordinary Shares up to an aggregate nominal amount of £3,000, under section 551 of the Companies Act 2006.	15,567,878	96.87%	503,249	3.13%	4,790	16,075,917	26.71%
	Special resolutions
17.	To disapply statutory pre-emption rights under section 561 of the Companies Act 2006 up to an aggregate nominal value of £12,035.	16,065,860	99.97%	5,267	0.03%	4,790	16,075,917	26.71%
18.	To disapply statutory pre-emption rights under section 561 of the Companies Act 2006 up to an aggregate nominal value of £3,000 for shares allotted under the authority given by Resolution 16 and/or to sell Ordinary Shares held by the Company as treasury shares.	15,567,878	96.87%	503,249	3.13%	4,790	16,075,917	26.71%
19.	To authorise the Company to make a market purchase of its own Ordinary Shares.	16,071,018	99.99%	1,749	0.01%	3,150	16,075,917	26.71%
20.	To permit general meetings to be called on 14 days' notice.	16,071,018	99.99%	1,749	0.01%	3,150	16,075,917	26.71%

Notes:

(i)	Votes 'For' include those votes giving the Chair discretion.
(ii)	The number of ordinary shares in issue on 20 May 2026 was 60,175,000. No shares are held in treasury. Shareholders are entitled to one vote per share.
(iii)	A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the AGM Circular (which is available on the Company's website at www.literacycapital.com).

Resolutions 1 to 16 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 17 to 20 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.

A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and is available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

For further information, please contact:

Literacy Capital plc / Book Asset Management LLP

Richard Pindar / Aasha Tailor

[phone]

MHP Group

Reg Hoare / Ollie Hoare / Matthew Taylor

[e-mail]

[phone]

Deutsche Numis

Hugh Jonathan / George Shiel

[phone]

About Literacy Capital plc

Literacy Capital (BOOK.L) is a closed-end investment company that was co-founded by Paul Pindar and Richard Pindar in 2017 with £54m of capital. Literacy listed on the London Stock Exchange in June 2021, before gaining Investment Trust status on 1 April 2022. The Company focuses on opportunities to invest for the long-term in growing private businesses where a clear route to creating additional value can be seen with its support.

It also has a unique charitable objective, to donate 0.5% of annual NAV to charities focused on improving UK literacy in children. £13.1 million has been donated or reserved for donation to charities since the trust's creation in 2017. For more information, please visit our website: www.literacycapital.com.

A copy of this announcement will be available on the Company's website at www.literacycapital.com.

This announcement is for information purposes only and is not an offer to invest. All investments are subject to risk.  Past performance is no guarantee of future returns.  Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.  The value of investments may fluctuate.  Results achieved in the past are no guarantee of future results. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

LEI: 2549006P3DFN5HLFGR54

 

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