RAG-Result of AGM
Funding Circle Holdings plc announced that all 18 resolutions proposed at its 2026 Annual General Meeting were passed by shareholders. The Annual Report and Accounts for the year ended 31 December 2025 received 100% approval, and the Directors' Remuneration Report was approved with 97.59% of votes cast. All directors proposed for re-election or election were passed, with resolutions concerning the reappointment of auditors and the authority to fix auditor remuneration also receiving strong support, exceeding 99.79% and 99.81% respectively. Special resolutions, including the disapplication of pre-emption rights and the purchase of own shares, also passed with significant majorities, ranging from 96.80% to 99.99%.
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Poll Results of 2026 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 2025 | 229,541,881 | 100.00 | 2,841 | 0.00 | 229,544,722 | 75.32% | 10,549 |
| 2. | To approve the Directors’ Remuneration Report for the year ended 31 December 2025 | 224,012,817 | 97.59 | 5,531,450 | 2.41 | 229,544,267 | 75.32% | 11,004 |
| 3. | To reappoint PricewaterhouseCoopers LLP as auditors of the Company | 229,051,721 | 99.79 | 487,553 | 0.21 | 229,539,274 | 75.32% | 15,997 |
| 4. | To authorise the Audit Committee to fix the remuneration of the auditors | 229,098,228 | 99.81 | 442,841 | 0.19 | 229,541,069 | 75.32% | 14,202 |
| 5. | To re-elect Ken Stannard as a Director | 222,613,841 | 96.98 | 6,935,654 | 3.02 | 229,549,495 | 75.33% | 5,776 |
| 6. | To re-elect Lisa Jacobs as Director | 229,503,868 | 99.98 | 45,627 | 0.02 | 229,549,495 | 75.33% | 5,776 |
| 7. | To re-elect Tony Nicol as a Director | 229,461,062 | 99.96 | 88,433 | 0.04 | 229,549,495 | 75.33% | 5,776 |
| 8. | To re-elect Helen Beck as a Director | 224,646,486 | 97.86 | 4,903,009 | 2.14 | 229,549,495 | 75.33% | 5,776 |
| 9. | To elect Maeve Byrne as a Director | 229,531,557 | 99.99 | 17,938 | 0.01 | 229,549,495 | 75.33% | 5,776 |
| 10. | To elect Richard Harvey | 229,535,703 | 99.99 | 13,792 | 0.01 | 229,549,495 | 75.33% | 5,776 |
| 11. | To re-elect Hendrik Nelis as a Director | 218,130,010 | 95.03 | 11,419,485 | 4.97 | 229,549,495 | 75.33% | 5,776 |
| 12. | To re-elect Neil Rimer as a Director | 225,384,783 | 98.19 | 4,164,485 | 1.81 | 229,549,268 | 75.33% | 6,003 |
| 13. | Political donations | 221,792,079 | 96.65 | 7,685,371 | 3.35 | 229,477,450 | 75.30% | 77,821 |
| 14. | Directors’ authority to allot shares | 229,102,979 | 99.81 | 446,697 | 0.19 | 229,549,676 | 75.33% | 5,595 |
| 15. | Disapplication of pre-emption rights * | 222,196,865 | 96.80 | 7,349,069 | 3.20 | 229,545,934 | 75.32% | 9,337 |
| 16. | Disapplication of pre-emption rights in connection with an acquisition or specified capital investment * | 222,211,073 | 96.80 | 7,334,973 | 3.20 | 229,546,046 | 75.32% | 9,225 |
| 17. | Purchase of own shares * | 229,446,897 | 99.99 | 30,344 | 0.01 | 229,477,241 | 75.30% | 78,030 |
| 18. | Notice of general meeting * | 229,416,078 | 99.94 | 134,098 | 0.06 | 229,550,176 | 75.33% | 5,095 |
* 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 2026 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.
The issued ordinary share capital of the Company as at 19 May 2026, the voting record date, was 304,741,576 (including treasury shares). The Company held 7,044,269 shares in treasury, which do not carry any voting rights. Therefore, the total number of voting rights in the Company as at the voting record date was 297,697,307.
For and on behalf of
Funding Circle Holdings plc
Sarah Whiteley
Company Secretary
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