Funding Circle : Poll Results of 2024 AGM

15 May 2024

Funding Circle Holdings plc (the "Company")

Poll Results of 2024 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 16 were passed as ordinary resolutions and resolutions 17 to 20 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
		Number	%	Number	%	Number	% of	withheld
							ISC
1.	To receive the Annual
	Report and Accounts
	of the Company for	266,255,232	100.00	2,250	0.00	266,257,482	74.98%	7,713
	the year ended 31
	December 2023
2.	To approve the
	Directors'	262,845,251	98.73	3,377,814	1.27	266,223,065	74.97%	42,130
	Remuneration Policy
3.	To approve the
	Directors'
	Remuneration Report	265,526,769	99.74	696,296	0.26	266,223,065	74.97%	42,130
	(excluding the
	Directors'
	Remuneration Policy)
4.	To reappoint
	PricewaterhouseCoo	266,186,785	99.99	32,768	0.01	266,219,553	74.97%	45,642
	pers LLP as auditors
	of the Company
5.	To authorise the
	Audit and Risk
	Committee to fix the	266,226,327	99.99	31,155	0.01	266,257,482	74.98%	7,713
	remuneration of the
	auditors
6.	To re-elect Andrew	222,516,049	83.57	43,741,205	16.43	266,257,254	74.98%	7,941
	Learoyd as a Director
7.	To re-elect Lisa	266,249,671	100.00	9,084	0.00	266,258,755	74.98%	6,440
	Jacobs as Director
8.	To re-elect Oliver	266,245,546	100.00	13,209	0.00	266,258,755	74.98%	6,440
	White as a Director
9.	To re-elect Geeta	254,169,449	95.46	12,089,305	4.54	266,258,754	74.98%	6,441
	Gopalan as a Director
10.	To re-elect Helen	254,169,109	95.46	12,089,645	4.54	266,258,754	74.98%	6,441
	Beck as a Director
11.	To re-elect Matthew	255,214,124	95.85	11,043,131	4.15	266,257,255	74.98%	7,940
	King as a Director
12.	To re-elect Samir	235,096,453	88.30	31,162,302	11.70	266,258,755	74.98%	6,440
	Desai as a Director
13.	To re-elect Hendrik	233,591,724	87.74	32,631,341	12.26	266,223,065	74.97%	42,130
	Nelis as a Director
14.	To re-elect Neil Rimer	244,589,938	91.87	21,631,627	8.13	266,221,565	74.97%	43,630
	as a Director
15.	Political donations	245,661,606	92.26	20,597,376	7.74	266,258,982	74.98%	6,213

16.	Directors' authority to	219,097,472	82.29	47,160,306	17.71	266,257,778	74.98%	7,417
	allot shares *
17.	Disapplication of pre-	209,019,704	78.52	57,164,685	21.48	266,184,389	74.96%	80,806
	emption rights *
18.	Disapplication of pre-
	emption rights in
	connection	209,020,158	78.52	57,164,685	21.48	266,184,843	74.96%	80,352
	with an acquisition or
	specified capital
	investment*
19.	Purchase of own	266,252,197	100.00	6,122	0.00	266,258,319	74.98%	6,876
	shares*
20.	Notice of general	266,159,132	99.96	99,849	0.04	266,258,981	74.98%	6,214
	meeting*

• 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 2023 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 Listing Rule 9.6.2, 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.

On Monday 13 May 2024, the total number of issued ordinary shares of £0.001 each entitling the holders to attend and vote on all the resolutions at the AGM was 355,099,011.

While all resolutions were passed at today's AGM with a clear majority, the Board notes that Resolutions 17 and 18 received 21.48% of votes against. We intend to engage with relevant shareholders in due course to further understand their views. We will provide an update within six months as required by the UK Corporate Governance Code.

For and on behalf of

Funding Circle Holdings plc

Lucy Vernall

Company Secretary

-Ends-

Enquiries:

Funding Circle:

Investor [e-mail]

Tony Nicol

Media [e-mail]

Angeli Everitt

Headland Consultancy [phone]

Mike Smith / Stephen Malthouse

About Funding Circle:

Funding Circle (LSE: FCH) is the UK's leading SME lending platform. Its mission is to build the place where small businesses get the funding they need to win. Funding Circle enables small businesses to access funding - offering an unrivalled customer experience powered by data and technology. For institutional investors, Funding Circle provides access to an alternative asset class in an underserved market, with robust and attractive returns. Globally, Funding Circle has extended more than £16bn in credit to c.150,000 businesses.