REG-Funding Circle Holdings plc Funding Circle Holdings plc: Statement re 2025 AGM post-meeting shareholder engagement

Funding Circle HoldingsAnnouncement

13/11/2025 17:30

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   Funding Circle Holdings plc (FCH)
   Funding Circle Holdings plc: Statement re 2025 AGM post-meeting
   shareholder engagement

   13-Nov-2025 / 17:19 GMT/BST

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   13 November 2025

                                                    LEI: 2138003EK6UAINBBUS19

    

                          Funding Circle Holdings plc

                                        

           Statement re 2025 AGM post-meeting shareholder engagement

    

   In accordance  with  Provision 4  of  the UK  Corporate  Governance  Code,
   Funding Circle  Holdings  plc  ("the  Company")  is  providing  an  update
   following significant votes (defined as  above 20%) against the  following
   resolutions at its AGM held on 15 May 2025.

   The Board was pleased that Resolutions 14 (authority to allot shares),  15
   (general disapplication of pre-emption  rights) and 16 (disapplication  of
   pre-emption rights in connection with an acquisition or specified  capital
   investment), were passed by the  significant majority of the  shareholders
   who voted. However, as specified in  our statement of 15 May 2025,  21.77%
   of votes cast voted against these resolutions.

   Following the vote, we  engaged directly with  those key shareholders  who
   voted against the resolutions to understand their concerns. Their feedback
   confirmed that  the dissenting  votes largely  stemmed from  the  relevant
   investors'  voting  policies  and   concerns  about  potential   dilution,
   particularly since there was no specific transaction tied to the requested
   share issuance authority. Their feedback also highlighted a preference for
   pre-approving specific share issuances in the future.

   The resolutions followed  the provisions of  the Pre-Emption Group's  2015
   Statement of Principles for the  disapplication of pre-emption rights  and
   the Board considered the flexibility afforded to be in the best  interests
   of the Company  and its shareholders.  The Board has  not yet adopted  the
   increased thresholds  provided  for  in  the  2022  updated  Statement  of
   Principles. However, the Board will  continue to consider its approach  on
   this matter and will continue to engage with shareholders as  appropriate.
   A further update will be provided in the 2025 Annual Report.

    

    

   For and on behalf of

   Funding Circle Holdings plc

    

   Lucy Vernall

   Company Secretary

    

    

                                      ENDS

    

   Enquiries:

   Funding Circle:

   Investor Relations ir@fundingcircle.com
   Tony Nicol

   Media Relations  press@fundingcircle.com
   Leigh Rimmer

   Headland Consultancy   +44 (0) 20 3805 4822
   Stephen Malthouse and Jack Gault

    

    

   About Funding Circle:

   Funding Circle is the UK’s leading SME finance platform. Established in
   2010, Funding Circle has extended c.£16bn in credit to over 110,000
   businesses in the UK.

   For SME borrowers, Funding Circle provides an unrivalled customer
   experience, delivered through its technology and data, coupled with a
   human touch. Its solutions continue to help customers access the funding
   they need to succeed. For institutional investors, Funding Circle provides
   access to an alternative asset class in an underserved market and delivers
   robust and attractive returns.

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   Dissemination of a Regulatory Announcement, transmitted by  1 EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          GB00BG0TPX62
   Category Code: AGM
   TIDM:          FCH
   LEI Code:      2138003EK6UAINBBUS19
   Sequence No.:  408199
   EQS News ID:   2229674


    
   End of Announcement EQS News Service

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References

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