Pre-Annual General Meeting Information • May 2, 2025
Pre-Annual General Meeting Information
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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.
| @ | 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: |
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| 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. |
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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
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
| Additional Holder 2 Additional Holder 3 Additional Holder 4 |
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| -1_244554_MAIL/000001/000001/SG625/i12 | ||
| Vote | |||
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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.
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.
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| * 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 | ||||||
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| 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 |
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| 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. |
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| 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. |
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| 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. |
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| 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. |
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| 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 |
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| 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. |
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| 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 |
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| 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.
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| Jaile | ||
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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).
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