IntegraFin Holdings Regulatory News (IHP)

LEI Number: 213800CYIZKXK9PQYE87

IntegraFin Holdings plc

(the "Company")

2021 Annual General Meeting Voting Results - Update Statement

9 November 2021

At the Annual General Meeting (AGM) of the Company held on 8 March 2021, 20 per cent or more of votes were cast against the resolutions listed below:

Under Provision 4 of the Financial Reporting Council's UK Corporate Governance Code, the Company is required to provide an update within six months of the voting results. Whilst the Company's announcement to the market on 1 September 2021 addressed some of the issues behind the voting, the Company has been unable to provide a complete update at an earlier stage as it has taken some time to consult with the shareholders who voted against the above resolutions in order to understand and address all of their concerns.

Analysis of the voting activity along with the matters discussed in investor meetings indicate that voting against the resolutions reflected:

● board composition concerns including reaching gender and diversity targets as set by the Hampton-Alexander and Parker Reviews;

● board tenure;

● inadequate disclosures on ESG matters and not having appointed a non-executive director to have board level oversight of ESG for the Company; and

● past board meeting attendance deemed insufficient for Michael Howard.

Actions taken by the Company to date include those outlined in its announcement of 1 September 2021, which include Rita Dhut being appointed as a non-executive director on 22 September 2021 and Neil Holden resigning as non-executive director of the Company on 1 September 2021. In addition, Victoria Cochrane has been appointed the designated non-executive director responsible for board level oversight of ESG matters and Rita Dhut has been appointed the designated non-executive director responsible for employee engagement.

With respect to Michael Howard's attendance at board meetings, as he is located in Australia, local travel restrictions imposed due to COVID have made it unfeasible for Michael to attend Board meetings in person. The Board has now adjusted the times in its meeting schedule to allow for Michael to attend remotely from Australia and his attendance for the year to date has been 100 per cent.

The Company will continue to engage with shareholders and will provide a final update in the 2021 Annual Report and Accounts.