Result of AGM

About this update from Lion Finance Group Plc

        London, 16 June 2025   Lion Finance Group PLC - Result of AGM   Lion Finance Group PLC (the " Company ") held its Annual General Meeting (the " AGM ") on 16 June 2025. Details of the resolutions are set out in full in the Notice of AGM dated 2 May 2025.   Voting at the AGM was completed by way of a poll. All resolutions were passed by the required majority.   Resolutions 1 to 18 (inclusive) were passed as ordinary resolutions and resolutions 19 to 22 (inclusive) were passed as special resolutions.   The results of the poll for each resolution were as follows:   RESOLUTION VOTES FOR % VOTES AGAINST % VOTES TOTAL % of ISC* VOTED VOTES WITHHELD 1 To receive and approve the Annual Report and Accounts for the year ended 31 December 2024 32,430,054 100.00% 424 0.00% 32,430,478 73.81% 387,445 2 To declare a final dividend of GEL 5.62 per ordinary share 32,816,826 100.00% 7 0.00% 32,816,833 74.69% 1,090 3 To approve the Directors' Remuneration Report 29,859,122 92.63% 2,376,508 7.37% 32,235,630 73.37% 582,293 4 To approve the Directors' Remuneration Policy 25,535,020 77.89% 7,249,594 22.11% 32,784,614 74.62% 33,308 5 To re-appoint Mel Carvill, as a Director 31,117,119 95.97% 1,306,905 4.03% 32,424,024 73.80% 393,899 6 To re- appoint Archil Gachechiladze, as a Director 32,147,409 97.96% 669,313 2.04% 32,816,722 74.69% 1,201 7 To re- appoint Tamaz Georgadze, as a Director 30,608,860 93.27% 2,207,811 6.73% 32,816,671 74.69% 1,251 8 To re - appoint Véronique McCarroll, as a Director 32,074,070 97.83% 711,102 2.17% 32,785,172 74.62% 32,751 9 To re- appoint Andrew McIntyre, as a Director 32,073,880 97.83% 711,292 2.17% 32,785,172 74.62% 32,751 10 To re- appoint Mariam Megvinetukhutsesi, as a Director 32,105,333 97.83% 711,339 2.17% 32,816,672 74.69% 1,251 11 To re- appoint Jonathan Muir, as a Director 32,073,880 97.83% 711,292 2.17% 32,785,172 74.62% 32,751 12 To re - appoint Cecil Quillen, as a Director 30,474,952 92.95% 2,310,219 7.05% 32,785,171 74.62% 32,751 13 To appoint Maria Gordon, as a Director 31,942,862 97.43% 842,310 2.57% 32,785,172 74.62% 32,751 14. To appoint Karine Hirn, as a Director 32,115,942 97.96% 669,280 2.04% 32,785,222 74.62% 32,701 15 To re-appoint Ernst & Young LLP as Auditor of the Company 32,307,227 98.45% 509,606 1.55% 32,816,833 74.69% 1,090 16 To authorise the Audit Committee to determine the remuneration of the Auditor 32,801,170 99.95% 15,633 0.05% 32,816,803 74.69% 1,120 17 To authorise political donations and political expenditure 32,174,783 99.75% 81,481 0.25% 32,256,264 73.42% 561,659 18 To authorise the Board to allot shares 31,421,443 95.75% 1,395,307 4.25% 32,816,750 74.69% 1,173 19 To authorise the disapplication of pre-emption rights 31,524,273 96.06% 1,292,386 3.94% 32,816,659 74.69% 1,264 20 To authorise the disapplication of pre-emption rights in connection with an acquisition or specified capital investment 31,343,640 95.51% 1,472,943 4.49% 32,816,583 74.69% 1,340 21 To authorise the Company to purchase its own shares 32,810,769 99.99% 2,217 0.01% 32,812,986 74.68% 4,937 22 To authorise a 14 clear day notice period for general meetings 31,939,528 97.33% 877,305 2.67% 32,816,833 74.69% 1,090 *Issued share capital excluding treasury shares pending cancellation   Notes: 1.     As at the date of the AGM, the Company had 43,995,816 ordinary shares in issue. The Company held 59,290 shares in treasury pending cancellation and therefore the number of total voting rights as at the date of the AGM was 43,936,526. In accordance with the Company's Articles of Association, on a poll every member who is present in person or by proxy has one vote for every share held. 2.     The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar. 3.     Note that a "vote withheld" is not a vote in law and such votes have not been included in the calculation of votes "for" and "against" each resolution.  Proxy appointments which gave discretion to the Chairman have been included in the "for" total above.   In accordance with UK Listing Rule 6.4.2R, copies of the resolutions which constitute special business at the AGM (being resolutions 17 to 22) will be submitted to the FCA National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .     Resolution 4 - Shareholder Consultation Shareholders approved resolution 4, the Directors' Remuneration Policy (the "Policy") with 77.89% votes cast in favour, however the Company recognises that some shareholders have concerns on this matter. The Company has actively engaged with shareholders in respect of the proposed changes to the Directors' Remuneration Policy, and in accordance with the UK Corporate Governance Code 2024, the Company will seek to further engage with shareholders to understand the reasons behind their voting and will provide an update on that engagement and any actions taken in response within six months.   A final summary of the views heard during this shareholder engagement will be included in the Annual Report and Accounts for the year ending 31 December 2025, and the explanatory notes to the relevant resolution to be put to shareholders at the Company's Annual General Meeting in 2026 will reflect the outcomes of the consultation and any actions taken as appropriate.   Buyback Authority Following the announcement on 25 February 2025, the shareholder authority to carry out buybacks has been renewed at the AGM, and the end date of the GEL 107.7 million extension of the buyback and cancellation programme (the " Programme ") has been extended to no later than the Company's Annual General Meeting 2026. The shares will be purchased in the open market. The purpose of the buyback is to reduce the Group's share capital, and the cancellation of the treasury shares repurchased will be executed on a monthly basis.   The Programme will be conducted within certain pre-set parameters, and in accordance with the general authority to repurchase shares granted at the 2025 Annual General Meeting, Chapter 9 of the UK Listing Rules, and the provisions of the Market Abuse Regulation 596/2014/EU and of the Commission Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law). The maximum number of shares that may be repurchased under the Programme is 4,411,570.   The Company has appointed Cavendish Capital Markets Limited (" Cavendish ") to manage the Programme. During any closed periods the Company and its directors have no power to invoke any changes to the Programme and it will be executed at the sole discretion of Cavendish. The Company will make further announcements in due course following the completion of any share repurchases.     For further information, please contact: Computershare Company Secretarial Services Limited, [email protected]                 Name of authorised official of issuer responsible for making notification: Computershare Company Secretarial Services Limited, Company Secretary   About Lion Finance Group PLC Lion Finance Group PLC (LSE: BGEO LN) is a FTSE 250 holding company whose main subsidiaries provide banking and financial services focused in the high-growth Georgian and Armenian markets through leading, customer-centric, universal banks - Bank of Georgia in Georgia and Ameriabank in Armenia. By building on our competitive strengths, we are committed to driving business growth, sustaining high profitability, and generating strong returns, while creating opportunities for our stakeholders and making a positive contribution in the communities where we operate. Legal Entity Identifier: 213800XKDG12NQG8VC53 For further information, please visit www.lionfinancegroup.uk or contact:   Sam Goodacre Nini Arshakuni Adviser to the CEO Head of Investor Relations +44 203 178 4034 +44 203 178 4034 [email protected] [email protected]     This news report is presented for general informational purposes only and should not be construed as an offer to sell or the solicitation of an offer to buy any securities

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