Last checked at 20 May 2020 11:30
20 May 2020
Funding Circle Holdings plc
Poll Results of 2020 Annual General Meeting and Directorate Change (Chief Financial Officer)
Following its Annual General Meeting ("AGM") held today, Funding Circle Holdings plc (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 15 and 20 were passed as ordinary resolutions and resolutions 16 to 19 were passed as special resolutions. The table set out below shows the votes cast on each resolution.
The Company also confirms that Sean Glithero stepped down from the Board with effect from today's AGM. As announced on 27 January 2020, Sean will be succeeded by Oliver White who is expected to join the Company in June. Sean will work closely with Oliver to ensure an orderly transition of responsibilities.
Resolution | Votes for | % of votes cast | Votes against | % of votes cast | Total votes | % of issued share capital voted | Votes withheld | |
1. | To receive the Annual Report and Accounts for the Company for the year ended 31 December 2019 | 250,610,103 | 99.99 | 14,330 | 0.01 | 250,624,433 | 71.78 | 113,540 |
2. | To approve the Directors' Remuneration Report for the Company for the year ended 31 December 2019 | 250,701,355 | 99.99 | 34,346 | 0.01 | 250,735,701 | 71.81 | 2,272 |
3. | To reappoint PricewaterhouseCoopers LLP as auditors of the Company | 250,731,808 | 100.00 | 3,894 | 0.00 | 250,735,702 | 71.81 | 2,272 |
4. | To authorise the Board to fix the remuneration of the auditors | 250,701,872 | 99.99 | 31,287 | 0.01 | 250,733,159 | 71.81 | 4,815 |
5. | To re-elect Eric Daniels as a Director | 245,492,585 | 97.91 | 5,238,412 | 2.09 | 250,730,997 | 71.81 | 6,976 |
6. | To re-elect Samir Desai as a Director | 250,641,267 | 99.96 | 93,231 | 0.04 | 250,734,498 | 71.81 | 3,476 |
7. | To re-elect Geeta Gopalan as a Director | 250,692,897 | 99.98 | 38,100 | 0.02 | 250,730,997 | 71.81 | 6,976 |
8. | To re-elect Catherine Keers as a Director | 250,692,897 | 99.98 | 38,100 | 0.02 | 250,730,997 | 71.81 | 6,976 |
9. | To re-elect Andrew Learoyd as a Director | 247,048,615 | 98.53 | 3,682,382 | 1.47 | 250,730,997 | 71.81 | 6,976 |
10. | To re-elect Hendrik Nelis as a Director | 247,678,996 | 98.78 | 3,052,001 | 1.22 | 250,730,997 | 71.81 | 6,976 |
11. | To re-elect Robert Steel as a Director | 247,678,996 | 98.78 | 3,052,001 | 1.22 | 250,730,997 | 71.81 | 6,976 |
12. | To re-elect Neil Rimer as a Director | 247,678,996 | 98.78 | 3,052,001 | 1.22 | 250,730,997 | 71.81 | 6,976 |
13. | To re-elect Edward Wray as a Director | 245,492,889 | 97.91 | 5,238,108 | 2.09 | 250,730,997 | 71.81 | 6,976 |
14. | To approve the Funding Circle Holdings plc Share Incentive Plan | 250,727,710 | 100.00 | 7,992 | 0.00 | 250,735,702 | 71.81 | 2,272 |
15. | To authorise the Directors to allot shares | 244,318,790 | 97.44 | 6,415,708 | 2.56 | 250,734,498 | 71.81 | 3,476 |
16. | To disapply pre-emption rights* | 250,720,871 | 99.99 | 13,356 | 0.01 | 250,734,227 | 71.81 | 3,747 |
17. | To further disapply pre-emption rights in connection with an acquisition or specified capital investment* | 250,712,844 | 99.99 | 22,586 | 0.01 | 250,735,430 | 71.81 | 2,543 |
18. | To authorise the Company to purchase its own shares* | 250,688,189 | 99.99 | 19,803 | 0.01 | 250,707,992 | 71.80 | 29,981 |
19. | To authorise the Company to call general meetings (other than an annual general meeting) on not less than 14 clear days' notice* | 249,986,028 | 99.70 | 748,199 | 0.30 | 250,734,227 | 71.81 | 3,747 |
20. | To authorise the Company to make political donations | 250,701,177 | 99.99 | 16,308 | 0.01 | 250,717,485 | 71.81 | 20,489 |
Other
1. * indicates a Special Resolution requiring 75% of votes cast to be carried.
2. Votes "For" and "Against" are expressed as a percentage of votes cast.
3. Votes "For" include discretionary votes.
4. 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.
5. Equiniti, the Company's registrar, acted as scrutineer of the poll on all resolutions.
6. To view the full wording of the resolutions, please refer to the Notice of 2020 Annual General Meeting on the Company's website.
7. 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.
8. On Monday 18 May 2020, 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 349,162,089.
For and on behalf of
Funding Circle Holdings plc
Lucy Vernall
Company Secretary
Media Enquiries:
Funding Circle
press@fundingcircle.com (020 3667 2245)
Headland
Mike Smith (020 3805 4822)
Stephen Malthouse (020 3805 4822)
About Funding Circle:
Funding Circle (LSE: FCH) is a global SME loans platform, connecting SMEs who want to borrow with investors and lenders in the UK, US, Germany and the Netherlands. Since launching in 2010, investors and lenders across Funding Circle's geographies - including retail investors, banks, specialty finance companies, asset management companies, insurance companies, government-backed entities and funds - have lent more than £8.5 billion to 80,000 businesses globally.