RAG-Result of AGM
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15-May-2025 / 18:03 GMT/BST
Funding Circle Holdings plc (the “Company”)
Poll Results of 2025 Annual General Meeting
Following its Annual General Meeting (“AGM”) held today, the Company announces that all resolutions proposed to shareholders as set out in the Notice of AGM were carried by the requisite majority on a poll. Resolutions 1 to 14 were passed as ordinary resolutions and resolutions 15 to 18 were passed as special resolutions. The table set out below shows the votes cast on each resolution.
| Resolution | Votes for | Votes against | Total votes cast | Votes withheld | ||||
|---|---|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | % of ISC | |||
| 1. | To receive the Annual Report and Accounts of the Company for the year ended 31 December 2024 | 238,142,512 | 100.00 | 3,858 | 0.00 | 238,146,370 | 75.94% | 23,898 |
| 2. | To approve the Directors’ Remuneration Policy | 233,970,779 | 98.24 | 4,181,355 | 1.76 | 238,152,134 | 75.94% | 18,134 |
| 3. | To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) | 238,136,993 | 99.99 | 14,637 | 0.01 | 238,151,630 | 75.94% | 18,638 |
| 4. | To reappoint PricewaterhouseCoopers LLP as auditors of the Company | 238,079,916 | 99.97 | 65,453 | 0.03 | 238,145,369 | 75.94% | 24,899 |
| 5. | To authorise the Audit and Risk Committee to fix the remuneration of the auditors | 238,103,148 | 99.98 | 41,353 | 0.02 | 238,144,501 | 75.94% | 25,767 |
| 6. | To elect Ken Stannard as a Director | 233,956,973 | 98.24 | 4,193,943 | 1.76 | 238,150,916 | 75.94% | 19,352 |
| 7. | To re-elect Lisa Jacobs as Director | 238,141,261 | 100.00 | 11,411 | 0.00 | 238,152,672 | 75.94% | 17,596 |
| 8. | To elect Tony Nicol as a Director | 238,042,251 | 99.95 | 109,915 | 0.05 | 238,152,166 | 75.94% | 18,102 |
| 9. | To re-elect Geeta Gopalan as a Director | 237,107,947 | 99.56 | 1,044,221 | 0.44 | 238,152,168 | 75.94% | 18,100 |
| 10. | To re-elect Helen Beck as a Director | 232,962,849 | 97.82 | 5,189,319 | 2.18 | 238,152,168 | 75.94% | 18,100 |
| 11. | To re-elect Hendrik Nelis as a Director | 230,254,602 | 96.68 | 7,897,566 | 3.32 | 238,152,168 | 75.94% | 18,100 |
| 12. | To re-elect Neil Rimer as a Director | 233,774,602 | 98.16 | 4,377,566 | 1.84 | 238,152,168 | 75.94% | 18,100 |
| 13. | Political donations | 233,280,199 | 97.97 | 4,840,175 | 2.03 | 238,120,374 | 75.93% | 49,894 |
| 14. | Directors’ authority to allot shares | 186,303,150 | 78.23 | 51,849,493 | 21.77 | 238,152,643 | 75.94% | 17,625 |
| 15. | Disapplication of pre-emption rights * | 186,305,076 | 78.23 | 51,847,340 | 21.77 | 238,152,416 | 75.94% | 17,852 |
| 16. | Disapplication of pre-emption rights in connection with an acquisition or specified capital investment * | 186,306,165 | 78.23 | 51,846,251 | 21.77 | 238,152,416 | 75.94% | 17,852 |
| 17. | Purchase of own shares * | 238,122,162 | 99.99 | 30,479 | 0.01 | 238,152,641 | 75.94% | 17,627 |
| 18. | Notice of general meeting * | 238,090,219 | 99.97 | 63,155 | 0.03 | 238,153,374 | 75.94% | 16,894 |
* Indicates a Special Resolution requiring 75% of votes cast to be carried.
To view the full wording of the resolutions, please refer to the Notice of 2024 Annual General Meeting on the Company's website.
Votes "For" and "Against" are expressed as a percentage of votes cast. Votes "For" include discretionary votes. A "Vote withheld" is not a vote in law and is therefore not counted in the calculation of the votes "For" or "Against" a resolution.
In accordance with UK Listing Rules 6.4.2, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
On Thursday 15 May 2025, the total number of issued ordinary shares of £0.001 each entitling the holders to attend and vote on all the resolutions at the AGM was 313,613,109.
While all resolutions were passed at today's AGM with a clear majority, the Board notes that Resolutions 14, 15, and 16 received 21.77% of votes against. We intend to engage with relevant shareholders in due course to further understand their views. We will provide an update within six months as required by the UK Corporate Governance Code.
For and on behalf of
Funding Circle Holdings plc
Lucy Vernall
Company Secretary
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