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RAG-Result of AGM

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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.

ResolutionVotes forVotes againstTotal votes castVotes withheld
Number%Number%Number% of ISC
1.To receive the Annual Report and Accounts of the Company for the year ended 31 December 2025229,541,881100.002,8410.00229,544,72275.32%10,549
2.To approve the Directors’ Remuneration Report for the year ended 31 December 2025224,012,81797.595,531,4502.41229,544,26775.32%11,004
3.To reappoint PricewaterhouseCoopers LLP as auditors of the Company229,051,72199.79487,5530.21229,539,27475.32%15,997
4.To authorise the Audit Committee to fix the remuneration of the auditors229,098,22899.81442,8410.19229,541,06975.32%14,202
5.To re-elect Ken Stannard as a Director222,613,84196.986,935,6543.02229,549,49575.33%5,776
6.To re-elect Lisa Jacobs as Director229,503,86899.9845,6270.02229,549,49575.33%5,776
7.To re-elect Tony Nicol as a Director229,461,06299.9688,4330.04229,549,49575.33%5,776
8.To re-elect Helen Beck as a Director224,646,48697.864,903,0092.14229,549,49575.33%5,776
9.To elect Maeve Byrne as a Director229,531,55799.9917,9380.01229,549,49575.33%5,776
10.To elect Richard Harvey229,535,70399.9913,7920.01229,549,49575.33%5,776
11.To re-elect Hendrik Nelis as a Director218,130,01095.0311,419,4854.97229,549,49575.33%5,776
12.To re-elect Neil Rimer as a Director225,384,78398.194,164,4851.81229,549,26875.33%6,003
13.Political donations221,792,07996.657,685,3713.35229,477,45075.30%77,821
14.Directors’ authority to allot shares229,102,97999.81446,6970.19229,549,67675.33%5,595
15.Disapplication of pre-emption rights *222,196,86596.807,349,0693.20229,545,93475.32%9,337
16.Disapplication of pre-emption rights in connection with an acquisition or specified capital investment *222,211,07396.807,334,9733.20229,546,04675.32%9,225
17.Purchase of own shares *229,446,89799.9930,3440.01229,477,24175.30%78,030
18.Notice of general meeting *229,416,07899.94134,0980.06229,550,17675.33%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

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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