fch ar24 proxy final.pdf

Annual General Meeting (AGM)

Annual General Meeting (“AGM”) of the Company to be held at the Company’s offices at 71 Queen Victoria Street, London, EC4V 4AY, on Thursday 15 May 2025 at 12 pm

Shareholder

Reference Number

Before completing this form, please read the explanatory notes overleaf.

You can submit your Proxy Form electronically at www.shareview.co.uk.

I/We being (a) member(s) of the Company appoint the Chair of the AGM or the following person (see note 3)

Name of proxy

Number of shares appointed over

Multiple proxies*

as my/our proxy to attend, speak and vote on my/our behalf at the AGM of the Company to be held at the Company’s offices at 71 Queen Victoria Street, London, EC4V 4AY, on Thursday 15 May 2025 at 12 pm and at any adjournment of the AGM.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an “X”. Where no “X” is inserted, and on any other resolution proposed at the meeting, my/our proxy will vote or abstain from voting at their discretion and I/we authorise my/our proxy to vote (or abstain from voting) as they think fit in relation to any other matter which is properly put before the AGM (including any motion to amend a resolution or adjourn the meeting).

Please tick this box if you intend to attend the AGM.

If you cannot attend the AGM but would like to raise a question relating to the business of the AGM, submit your question to ir@fundingcircle.com by 9 May 2025 (please see further details in the Notice of AGM).

Resolutions

(ordinary 1 to 14, special 15 to 18)

  1. To receive the Company’s Annual Report and Accounts for the year ended 31 December 2024.

  2. To approve the Directors’ Remuneration Policy.

  3. To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy).

  4. To reappoint PricewaterhouseCoopers LLP as auditors of the Company.

  5. To authorise the Audit and Risk Committee to fix the auditors’ remuneration.

  6. To elect Ken Stannard as a Director.

  7. To re-elect Lisa Jacobs as a Director.

  8. To elect Tony Nicol as a Director.

  9. To re-elect Geeta Gopalan as a Director.

  10. To re-elect Helen Beck as a Director.

  11. To re-elect Hendrik Nelis as a Director.

  12. To re-elect Neil Rimer as a Director.

  13. Political donations.

  14. Directors’ authority to allot shares.

  15. Disapplication of pre-emption rights.

  16. Disapplication of pre-emption rights in connection with an acquisition or specified capital investment.

  17. Purchase of own shares.

  18. Notice of general meeting.

Signature

Date

Explanatory notes relating to the completion of the Proxy Form

  1. As a member of the Company you are entitled to appoint a proxy, who need not be a shareholder, to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

  2. The completion and return of a Proxy Form (or other appointment of a proxy) does not preclude you from attending and voting at the AGM or at any adjournment thereof should you wish to do so. If you attend the meeting in person, your proxy appointment will automatically be terminated.

  3. A proxy does not need to be a member of the Company but must attend the AGM to represent you. We encourage you to appoint the Chair of the AGM as your proxy whether or not you propose to attend the AGM. This will not prevent you from attending and voting at the AGM in person if you so wish. To appoint as your proxy a person other than the Chair of the AGM, insert their full name in the box. If you sign and return this Proxy Form with no name inserted in the box, the Chair of the AGM will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chair of the meeting, you are responsible for ensuring that they attend the AGM and are aware of your voting intentions.

  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting our registrars, Equiniti, on +44 (0)371 384 2030 or you may photocopy this form.

  5. In order to be valid, this Proxy Form, and any power of attorney or any other authority under which it is signed (or a duly certified copy of such power or authority), must be:

    • completed and signed;
    • sent or delivered to our registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; and
    • received by our registrar, Equiniti, no later than 12 pm on Tuesday 13 May 2025.