fch 2026 agm poll results populated final.pdf
Funding Circle Holdings plc (the “Company”)
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 | ||||
|---|---|---|---|---|---|---|---|---|
| Resolution | Number | % | Number | % | Number | % of ISC | Votes withheld | |
| 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 | 222,211,073 | 96.80 | 7,334,973 | 3.20 | 229,546,046 | 75.32% | 9,225 |
| --- | connection with an acquisition or specified capital investment* | |||||||
| 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.
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
-Ends-