Company No. 9002747
THE COMPANIES ACT 2006
COMPANY LIMITED BY SHARES
RESOLUTIONS
OF
CARD FACTORY PLC ("Company")
On 25 June 2026 the following resolutions were duly passed at the annual general meeting of the Company as special resolutions as set out below:
Authority to purchase own shares
15. THAT the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of 1p each in the capital of the Company ("Ordinary Shares"), provided that:
a. the maximum number of Ordinary Shares that may be purchased is 34,587,801 (representing 10 percent of the issued share capital as at 27 April 2026 (excluding shares held in treasury));
b. the minimum price (excluding expenses) that may be paid for an Ordinary Share shall not be less than the nominal value of such share;
c. the maximum price (excluding expenses) to be paid for each Ordinary Share shall be the higher of (i) an amount equal to 5% above the average of the middle market quotation for the Company's Ordinary Shares as derived from the London Stock Exchange's Daily Official List for the five business days' prior to the purchase being made and (ii) the higher of the price of the last independent trade and the highest current independent bid on the London Stock Exchange at the time the purchase is carried out;
d. this authority shall expire at the conclusion of the next Annual General Meeting or, if earlier 25 September 2027, unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and
e. the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its expiry, which will or may be executed wholly or partly after such expiry.
Notice of general meetings
16. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
Submitted for and on behalf of Card Factory plc by
Ciaran Stone Company Secretary
25 June 2026