Codeifai Limited Receives Unanimous Shareholder Approval for All AGM Resolutions, Enhancing Capital-Raising Flexibility

Comprehensive Shareholder Endorsement of All AGM Resolutions

At the Annual General Meeting held on 24 July 2026, Codeifai Limited announced that every resolution presented was approved by shareholders via poll. Conducted in line with ASX Listing Rule 3.13.2 and Section 251AA(2) of the Corporations Act 2001 (Cth), the company transparently disclosed detailed voting outcomes. The unanimous passage of all five resolutions reflects strong alignment between the Board and shareholders on governance and strategic priorities.

Approval spanned remuneration policies, director appointments, and capital management measures, indicating robust investor confidence in the company’s strategic direction. Each resolution was categorized as ordinary or special business, with voting requirements met according to corporate governance standards and legal frameworks. This comprehensive endorsement empowers the Board to advance capital initiatives and governance plans.

Remuneration Report Gains Strong 91.07% Shareholder Approval

The remuneration report was approved with 91.07% of votes in favour and only 6.97% opposed, demonstrating investor trust in the company’s executive compensation framework. The report outlined the remuneration philosophy and key management personnel pay arrangements, forming the basis for shareholder evaluation.

With just 1.96% of votes cast at the proxy’s discretion, the limited dissent highlights broad acceptance of the remuneration approach, which aligns management incentives with company performance and shareholder interests.

Colin Turner Re-elected as Director with 99.21% Support

Colin Turner was re-elected to the Board, receiving overwhelming shareholder approval at 99.21%. This near-unanimous vote underscores strong confidence in his ongoing leadership and strategic contributions.

Only 0.23% voted against his re-election, with 0.56% of votes exercised at the proxy’s discretion, signaling robust endorsement of both Turner’s performance and the Board’s composition.

Martin Ross Elected Director with 99.17% Shareholder Backing

Martin Ross was elected to the Board with 99.17% of votes in favour, reflecting solid shareholder support for his appointment. This near-unanimous approval indicates confidence in his ability to enhance governance and strategic oversight.

Opposition was minimal at 0.24%, with 0.58% of votes exercised at the proxy’s discretion, highlighting positive sentiment toward the Board’s recruitment process.

Additional 10% Placement Capacity Approved to Boost Capital-Raising Agility

Shareholders passed a special resolution granting Codeifai an additional 10% placement capacity, with 94.18% voting in favour. This permits the company to raise capital through placements to institutional and sophisticated investors without needing shareholder approval for each transaction, provided the total does not exceed 10% of issued capital.

With 5.10% voting against and 0.72% exercised at the proxy’s discretion, the strong approval margin indicates shareholder confidence in management’s capital management strategy. This capacity enhances Codeifai’s ability to pursue acquisitions, expansion, or balance sheet strengthening swiftly.

Share Issuance Authority Passed with 99.03% Approval

Codeifai also obtained shareholder approval to issue shares under a specific placement arrangement, securing 99.03% of votes in favour. This ordinary resolution authorizes the Board to proceed with the planned share issuance presented at the AGM.

Only 0.97% opposed, reflecting shareholder acceptance of the associated dilution and support for the capital raise. This approval positions the company to execute the transaction promptly.

Consistent Voting Patterns Reflect Strong Shareholder Alignment

Voting results ranged from 91.07% to 99.21% in favour across all resolutions, demonstrating cohesive shareholder backing of remuneration policies, director elections, and capital management measures. The absence of any failed resolutions indicates effective communication of governance and strategy to investors.

Low abstention rates, except for a typical 1.96% on the remuneration report, show active shareholder engagement and support for current Board and management directions.

Transparency in Disclosure and Next Steps Post-AGM Approval

Codeifai disclosed comprehensive voting details per Section 251AA(2) of the Corporations Act 2001 (Cth) and ASX Listing Rule 3.13.2, ensuring market transparency on shareholder decisions. The breakdown of poll votes, proxy instructions, and discretionary votes enables stakeholders to evaluate the depth of support for each resolution.

With all resolutions passed, the company can implement approved capital-raising and governance measures without further shareholder consent, provided they adhere to the approved frameworks. Investors may anticipate announcements on the timing and use of the placement authority in the coming weeks or months.

Investor Outlook on Enhanced Capital Powers and Board Stability

The expanded placement capacity and share issuance authority provide Codeifai with strategic flexibility for capital deployment, whether for organic growth, acquisitions, or debt reduction. The timing suggests these powers may be utilised soon to meet near-term capital needs.

The re-election of Colin Turner and election of Martin Ross strengthen Board continuity, likely reassuring long-term investors seeking stable governance. The strong shareholder support for these directors affirms confidence in the Board’s oversight and value creation capabilities. With enhanced capital-raising authority and a fully endorsed Board, investor focus may shift to monitoring execution of strategic objectives.