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Lion Finance Group PLC

Pre-Annual General Meeting Information May 2, 2025

4897_agm-r_2025-05-02_9f128489-9745-4957-a39c-29d8fe51425a.pdf

Pre-Annual General Meeting Information

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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

*00000101010030*

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3

The Annual General Meeting of the Company to be held at the offices of Baker & McKenzie LLP, 280 Bishopsgate, London, EC2M 4AG on 16 June 2025 at 11.30 am. ADDITIONAL HOLDER 4 The Annual General Meeting of the Company to be held at the offices of Baker & McKenzie LLP, 280 Bishopsgate, London, EC2M 4RB on 16 June 2025 at 11.30 am.

Shareholder Reference Number C0000000000 Shareholder Reference Number

Please detach this portion before posting this proxy form. Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 June 2025 Form of Proxy - Annual General Meeting to be held on 16 June 2025

@ Cast your Proxy onlineIt's fast, easy and secure!
Cast your Proxy onlineIt's fast, easy and secure!
www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown
www.investorcentre.co.uk/eproxy
opposite and agree to certain terms and conditions.
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite
View the Annual Report online: https://lionfinancegroup.uk/
and agree to certain terms and conditions.
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
View the Annual Report online: https://lionfinancegroup.uk/annual-reports/latest-annual-report/
920766
Control Number:
Control Number: 920766
SRN:
C0000000000
1245
PIN:
SRN:
PIN:
To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 June 2025 at 11.30 am.

000001

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 12 June 2025 at 11.30 am. Explanatory Notes: 1. Every holder has the right to appoint some other person(s) of their choice, who need 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement

Explanatory Notes: not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote). Chair, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote). 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 873 5866 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 873 5866 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's

to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close

  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 873 5866 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 7. Any alterations made to this form should be initialled.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 873 5866 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service. 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. MR A SAMPLE < Designation> Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
-1_244554_MAIL/000001/000001/SG625/i12

Poll Card To be completed only at the AGM if a Poll is called.

Vote
1. Ordinary Resolutions
To receive the Directors' Report, the Strategic Report and the financial statements
together with the Auditors' Report for the financial year ended 31 December 2024
(together the Annual Report).
For Against Withheld
2. To declare a final dividend as recommended by the Board of the Company for the
financial year ended 31 December 2024 of GEL 5.62 per Ordinary Share payable on
18 July 2025 to those shareholders on the register at the close of business on
4 July 2025.
3. To approve the Directors' Remuneration Report, as set out on pages 150-181
(excluding the Remuneration Policy on pages 160-169) of the Annual Report.
4. To approve the Directors' Remuneration Policy, as set out on pages 160-169 of the
Annual Report, to take effect from the conclusion of this AGM.
5. To re-appoint Mel Carvill, as a director of the Company.
6. To re-appoint Archil Gachechiladze, as a director of the Company.
7. To re-appoint Tamaz Georgadze, as a director of the Company.
8. To re-appoint Véronique McCarroll, as a director of the Company.
9. To re-appoint Andrew McIntyre, as a director of the Company.
10. To re-appoint Mariam Megvinetukhutsesi, as a director of the Company.
Vote
11. To re-appoint Jonathan Muir, as a director of the Company. For Against Withheld
12. To re-appoint Cecil Quillen, as a director of the Company.
13. To appoint Maria Gordon, as a director of the Company.
14. To appoint Karine Hirn, as a director of the Company.
15. To re-appoint Ernst & Young LLP as Auditor of the Company (the Auditor) until the end
of the next general meeting at which accounts are laid before the Company.
16. To authorise the Audit Committee to determine the remuneration of the Auditor.
17. To authorise political donations and expenditure.
18. To authorise the Directors to allot shares.
Special Resolutions
19. To authorise the Directors to disapply pre-emption rights in connection with the
allotment of equity securities.
20. To authorise the Directors to disapply pre-emption rights in connection with the
allotment of equity securities for the purpose of financing an acquisition or other
capital investment.
21. To authorise the Company to make market purchases of its own shares.
22. To authorise the Company to call General Meetings of the Company, other than
Annual General Meetings, on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Lion Finance Group PLC to be held at Baker & McKenzie LLP, 280 Bishopsgate, London, EC2M 4AG on 16 June 2025 at 11.30 am, and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
inside the box as shown in this example.
X
1. Ordinary Resolutions
To receive the Directors' Report, the Strategic Report and the
financial statements together with the Auditors' Report for the
financial year ended 31 December 2024 (together the
For Against Withheld Vote 12. To re-appoint Cecil Quillen, as a director of the Company. For Vote
Against Withheld
2. Annual Report).
To declare a final dividend as recommended by the Board of
the Company for the financial year ended 31 December 2024 of
GEL 5.62 per Ordinary Share payable on 18 July 2025 to those
shareholders on the register at the close of business on 4 July 2025.
13. To appoint Maria Gordon, as a director of the Company.
14. To appoint Karine Hirn, as a director of the Company.
3. To approve the Directors' Remuneration Report, as set out on
pages 150-181 (excluding the Remuneration Policy on pages
160-169) of the Annual Report.
15. To re-appoint Ernst & Young LLP as Auditor of the Company
(the Auditor) until the end of the next general meeting at which
accounts are laid before the Company.
4. To approve the Directors' Remuneration Policy, as set out on
pages 160-169 of the Annual Report, to take effect from the
conclusion of this AGM.
16. To authorise the Audit Committee to determine the
remuneration of the Auditor.
5. To re-appoint Mel Carvill, as a director of the Company. 17. To authorise political donations and expenditure.
6. To re-appoint Archil Gachechiladze, as a director of
the Company.
18. To authorise the Directors to allot shares.
7. To re-appoint Tamaz Georgadze, as a director of
the Company.
Special Resolutions
19. To authorise the Directors to disapply pre-emption rights in
connection with the allotment of equity securities.
8. To re-appoint Véronique McCarroll, as a director of
the Company.
20. To authorise the Directors to disapply pre-emption rights
in connection with the allotment of equity securities for the
9. To re-appoint Andrew McIntyre, as a director of the Company. purpose of financing an acquisition or other capital investment.
21. To authorise the Company to make market purchases of its
own shares.
10. To re-appoint Mariam Megvinetukhutsesi, as a director of
the Company.
22. To authorise the Company to call General Meetings of the
Company, other than Annual General Meetings, on not less
11. To re-appoint Jonathan Muir, as a director of the Company. than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

/ /

Signature Date

Jaile

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

C C S 2 7 0 7 0 8 B G T

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