SCRF.L Regulatory News (SCRF)

Funding Circle SME Income Fund (FCIF)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

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16 January 2017

Results of the first Annual General Meeting

The first Annual General Meeting (AGM) of FCIF was held on 16 January 2017. All resolutions (listed below) were passed.

The total number of proxy votes received in respect of each such resolution is set out below.

1. To receive, consider and approve the Annual Report and Consolidated Audited Financial Statements of the Company for the period from 22 July 2015 to 31 March 2016 with the reports of the Directors and auditors therein (the "Annual Report").

2. To re-appoint PricewaterhouseCoopers CI LLP of Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey GY1 4ND as the Company's auditor ('auditor') to hold office from the conclusion of the meeting until the conclusion of the next AGM at which financial statements are laid before the Company

3. To authorise the Board to negotiate and fix the remuneration of the auditor in respect of the year ending 31 March 2017.

4. To re-elect Richard Boleat as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Boleat, please refer to page 41 of the Annual Report.

5. To re-elect Jonathan Bridel as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Bridel, please refer to page 41 of the Annual Report.

6. To re-elect Richard Burwood as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Burwood, please refer to page 41 of the Annual Report.

7. To re-elect Frederic Hervouet as an Independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Hervouet, please refer to page 41 of the Annual Report.

8. To re-elect Samir Desai as a non-independent Director of the Company in accordance with article 27.2 of the Articles who offers himself for re-election. For further information on Mr Desai, please refer to page 41 of the Annual Report.

9. To approve the Directors Remuneration Report on pages 17 and 18 of the Annual Report in respect of the period ended 31 March 2016.

Special Resolutions

10. That the Company be and is hereby generally and unconditionally authorised in accordance with Article 8.1 of the existing Articles and section 315 of the Companies (Guernsey) Law, 2008 (as amended) (the "Law") to make market acquisitions (as defined in the Law) of Ordinary Shares in issue in the capital of the Company provided that :-

(a) The maximum number of Ordinary Shares hereby authorised to be purchased is 14.99 per cent per annum of the Company's share capital in issue at the date of the AGM;

(b) The minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01;

(c) The maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be an amount equal to the higher of: (i) five (5) per cent above the average of the middle market quotations of Ordinary Shares taken from the London Stock Exchange Daily Official List for the five (5) trading days before the purchase is made; and (ii) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 (Commission Regulation (EC) No.2273/2003);

(d) The authority hereby conferred shall expire at the conclusion of the next AGM of the Company or, if earlier, 18 months from the date of the passing of this resolution (except in relation to the purchase of Ordinary Shares the contract for which was concluded before the expiry of such authority which will or may be executed wholly or partly after such expiry), unless such authority is renewed, varied or revoked prior to such time;

(e) The Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed in whole or in part after the expiration of such authority and may make an acquisition of Ordinary Shares pursuant to any such contract; and

(f) Any Ordinary Shares bought back may be held in treasury in accordance with the Law or be subsequently cancelled by the Company at the discretion of the Board.

11. In accordance with Article 7.7 of the Articles the directors be and they are hereby generally and unconditionally authorised and empowered to exercise all the powers of the Company to allot or make offers or agreements to allot equity securities (as defined in the Articles) for cash as if the pre-emption rights in article 7.2 of the Articles did not apply to any such allotment provided that this power shall be limited to the allotment of ordinary shares or the sale of any shares held in treasury up to a maximum aggregate number of 49,308,209 ordinary shares (representing approximately 30 per cent. of the total number of ordinary shares of the Company in issue at 13 December 2016 (being the latest practicable date prior to the passing of this resolution)), PROVIDED THAT the authority granted by this resolution 11 shall expire on the conclusion of the annual general meeting of the Company to be held in 2018.

In connection with Resolution 11, the Chairman confirmed to the meeting that it was the Company's intention that any material issue of shares would be executed in a manner which would allow existing shareholders the opportunity to participate at least proportionate to their current holding.

CONTACTS

Richard Boleat, Chairman

+44 (0) 1534 615 656

Richard.Boleat@fcincomefund.com 

Secretary and Administrator

Sanne Group (Guernsey) Limited

FundingCircle@sannegroup.com

+44 (0) 1481 739810

Media Contact

David de Koning

Natasha Jones

+44 (0) 20 3667 2245

ir@fundingcircle.com 

Corporate Broker

Numis Securities

Nathan Brown

+44 (0) 207 260 1000

n.brown@numis.com 

Website

www.fcincomefund.com

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PROXY VOTING

Notes:

1. Votes "For" and "Against" are expressed as a percentage of votes received.

2. A vote "withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.

3. Total number of shares in issue at 6pm on 13 January 2017 was 164,360,698 ordinary shares.

4. In accordance with Listing Rule 9.6.2R, copies of special resolutions numbered 10 and 11 will be made available for inspection from the National Storage Mechanism, situated at: www.morningstar.co.uk/uk/NSMo

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ABOUT FUNDING CIRCLE SME INCOME FUND

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission (''GFSC'').

The Company's investment objective is to provide shareholders with a sustainable and attractive level of dividend income, primarily by way of investment in Credit Assets as defined in the Company's Prospectus.

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IMPORTANT NOTICES

This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on its directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies of the Company. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA. No statement in this announcement is intended as a forecast or profit estimate.

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States or to US Persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

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