Results of AGM and Directorate Change

Supply@ME Capital PLC

05 December 2025

 

5 December 2025

Supply@ME Capital plc

(the "Company" or "SYME" and, together with its subsidiaries, the "Group")

Result of Annual General Meeting ("AGM") and Directorate Change

SYME, the fintech business which provides an innovating platform ("Platform") for use by manufacturing and trading companies to access Inventory Monetisation© ("IM") solutions enabling their businesses to generate cashflow, announces that at the AGM held on 4 December 2025 all of the resolutions, with the exception of resolutions 2, 5, 8 and 9, set out in the notice of AGM, dated 5 November 2025, were duly passed on a poll with the results as stated below.

Resolution	Type	In Favour	%	Against	%	Total	Withheld*
1.     To receive the Annual Report and Accounts for the financial year ended 31 December 2024 (the "2024 Annual Report and Accounts"), together with the Directors' Report, Strategic Report and Auditors' Report on those accounts.	Ordinary	3,320,536,563	90.14	363,113,104	9.86	3,683,649,667	507,121,419
2.     To approve the Directors' Remuneration Report for the financial year ended 31 December 2024 ("Remuneration Report").	Ordinary	1,605,461,518	41.83	2,232,429,784	58.17	3,837,891,302	352,879,784
3.     To appoint Bright Grahame Murray as auditors of the Company ("Auditors").	Ordinary	3,317,604,803	90.16	361,944,591	9.84	3,679,549,394	511,221,692
4.     To authorise the Directors to determine the amount of the Auditors' remuneration.	Ordinary	2,807,378,043	76.53	860,982,852	23.47	3,668,360,895	522,410,191
5.     To re-appoint Mr. Alessandro Zamboni as an Executive Director of the Company.	Ordinary	1,630,723,962	45.42	1,959,522,198	54.58	3,590,246,160	600,524,926
6.     To re-appoint Mr. David Bull as a Non-Executive Director of the Company.	Ordinary	2,374,439,768	66.22	1,211,200,869	33.78	3,585,640,637	605,130,449
7.     To authorise the Directors to: (i) allot shares or to grant rights to subscribe for or to convert any security into shares in relation to any warrants; and (ii) provide a further general authority. In total the authorities would permit the Directors to allot and issue ordinary share capital in the Company or to grant rights to subscribe for or to convert any security into shares up to an aggregate amount of 10% of the total number of issued ordinary shares in the Company as set out in the notice of the meeting rather than the Chairman's letter.	Ordinary	2,036,832,148	55.48	1,634,776,132	44.52	3,671,608,280	519,162,806
8.     To authorise the Directors to disapply pre-emption rights in respect of the authorities granted pursuant to Resolution 7.	Special	1,228,020,336	33.44	2,444,335,546	66.56	3,672,355,882	518,415,204
9.     To authorise the Company to call (other than an annual general meeting) on not less than 14 clear days' notice.	Special	2,515,881,534	68.41	1,161,879,409	31.59	3,677,760,943	513,010,143

*A vote withhold is not a vote in law and is not counted for the purposes of the calculation of the proportion of votes 'For' and 'Against' a resolution.

The results will also shortly be also available on the Company's website by following the link below: https://www.supplymecapital.com/shareholder-meetings/

The Company notes that Resolution 2 was not passed, however this vote was advisory in nature only.

The Company notes that Resolutions 8 and 9 were not passed and will ensure that actions are not taken that contradict the subject of these specific resolutions.

As Resolution 5 was not passed Mr. Alessandro Zamboni was not re-elected as an Executive Director of the Company. However, following the AGM, a board meeting was held where it was resolved by the Independent Non-Executive Directors (the "INEDs") that Mr. Alessandro Zamboni should be re-appointed to the Board of Directors of the Company (the "Board") as an Executive Director with immediate effect. The Board also resolved that will ask the shareholders to again vote on re-appointing Mr. Alessandro Zamboni as an Executive Director at the next Annual General Meeting of the Company.

In assessing the decision to re-appoint Mr. Alessandro Zamboni, the Independent Non-Executive Directors of the Company considered that the permanent removal of Mr. Alessandro Zamboni as an Executive Director of the Company would have a detrimental impact on the Company's business and therefore would not be in the best interests of the shareholders and other stakeholders as a whole due to the following factors:

a)    Mr. Alessandro Zamboni is the founder of the Group and the business relationships and contacts that he has have been important in finalising the IM transactions that have been facilitated to date using the Group's IM Platform. Without these business relationships, it will be difficult for the business to continue to execute its business plan in the short to medium term;

b)    Prior to the AGM, Mr. Alessandro Zamboni was the only Executive Director on the Board. As a consequence of Resolution 5 not being passed, the Board consisted only of the INEDs. The INEDs did not consider this to be an appropriate governance for a listed entity which, following best practice, should contain a mixture of executive and non-executive directors;

c)     Mr. Alessandro Zamboni's current service agreement does not permit him to carry on his role as the CEO of the Group without also being an Executive Director on the Board;

d)    Mr. Alessandro Zamboni remains the sole director of the Group's wholly owned Italian subsidiaries and as such the INEDs believe it is important that he is also an Executive Director of the Company; and

e)     A​s set out in the Company's announcement dated 19 March 2025, in connection with the on-demand convertible funding facility agreed with Nuburu Inc. on 18 March 2025, the Company also entered into a heads of terms agreement with Nuburu Inc. which was legally binding in respect of a number of matters, including the requirement that Mr. Alessandro Zamboni will remain as Chief Executive Officer of the Company until the date falling six months following the full repayment of the US$5.15 million on-demand convertible funding facility agreed with Nuburu Inc.

The following information is disclosed in respect of Mr. Alessandro Zamboni pursuant to the Financial Conduct Authority's Listing Rules:

Alessandro Zamboni, aged 47, holds or has held the following additional directorships or partnerships in the past five years:

Current Directorships	Previous Directorships/Partnerships (past 5 years)
AZ Company S.r.l AvantGarde 4.0 S.r.l Orchestra Group (rete di imprese) The AvantGarde Group S.p.A 1AF2 Limited RegTech Open Project Plc RegTech Open Project S.p.A. Darwinsurance S.r.l Supply@ME S.r.l Supply@ME Technologies S.r.l Nuburu Inc. Nuburu Defense LLC Orbit S.r.l. Vanguard Holdings S.r.l.	Future of Fintech S.r.l. Future of Fintech S.r.l. (2) Supply@ME Stock Company 1 S.r.l. Supply@ME Stock Company 2 S.r.l.

·      AZ Company S.r.l, AvantGarde 4.0 S.r.l, Orchestra Group (rete di imprese), Darwinsurance S.r.l, 1AF2 Limited, RegTech Open Project Plc, RegTech Open Project S.p.A. and The AvantGarde Group S.p.A are currently in the process of being liquidated.

·    The AvantGarde Group S.p.A. holds a total of 16,194,038,529 ordinary shares of the Company. Alessandro Zamboni is currently the ultimate beneficiary owner of The AvantGarde Gorup S.p.A..  

Contact information

Albert Ganyushin, Chairman, Supply@ME Capital plc, [e-mail]

Notes

SYME and its operating subsidiaries provide its Platform for use by manufacturing and trading companies to access inventory trade solutions enabling their businesses to generate cashflow, via a non-credit approach and without incurring debt. This is achieved by their existing eligible inventory being added to the Platform and then monetised via purchase by third party Inventory Funders. The inventory to be monetised can include warehouse goods waiting to be sold to end-customers or goods/commodities that are part of a typical import/export transaction.

 

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