Card Factory : Special Business resolutions passed at AGM

Company No. 9002747

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS

OF

CARD FACTORY PLC ("Company")

On 22 June 2023 the following resolutions were duly passed at the annual general meeting of the Company as ordinary resolutions and special resolutions as set out below:

ORDINARY RESOLUTION

Directors' authority to allot shares

12. THAT the Board be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:

a. up to a nominal amount of £1,142,188.09 (representing one third of the issued share capital as at 2 May 2023), such amount to be reduced by the nominal amount allotted or granted under 12b below in excess of £1,142,188.09; and

b. comprising equity securities (as defined in section 560 of the 2006 Act) up to a nominal value of £2,284,376.18, (representing two thirds of the issued share capital as at 2 May 2023), such amount to be reduced by any allotments or grants made under Resolution 12a, above, in connection with a pre-emptive offer to:

i. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Such authorities shall apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and shall expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 22 September 2024) but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authorities given by this resolution has expired and the directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authorities had not expired.

SPECIAL RESOLUTIONS

Disapplication of pre-emption rights

13. THAT if Resolution 12 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 12 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 12b, by way of a pre-emptive offer only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13a above) up to the nominal amount of £342,656.42 (representing 10 percent of the issued share capital as at 2 May 2023);

c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13a or paragraph 13b above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 13b above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 22 September 2024), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Additional Authority to disapply pre-emption rights

14. THAT if Resolution 12 is passed, the Board be authorised in addition to any authority granted under Resolution 13, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £342,656.42 (representing 10 percent of the issued share capital as at 2 May 2023), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

b. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 14a above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph 14a above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 22 September 2024), but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

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 34,265,642 (representing 10 percent of the issued share capital as at 2 May 2023);

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 22 September 2024, 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

22 June 2023