funding circle nom.pdf

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this Notice or as to the action you should take, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser.

If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a Proxy Form in accordance with the instructions printed on the enclosed form. The Proxy Form must be received not less than 48 hours before the time of the holding of the Annual General Meeting (i.e. by 12 pm on Tuesday 9 May 2023).

Notice of Annual General Meeting

Notice of the Annual General Meeting of Funding Circle Holdings plc to be held at the Company’s offices at 71 Queen Victoria Street, London EC4V 4AY, on Thursday 11 May 2023 at 12 pm.

Letter from the Chair

30 March 2023

Dear Shareholder,

The Annual General Meeting ("AGM") of Funding Circle Holdings plc (the "Company") will be held at the Company’s offices at 71 Queen Victoria Street, London EC4V 4AY, on Thursday 11 May 2023 at 12 pm.

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on, along with explanatory notes of the business to be conducted at the AGM.

AGM arrangements

Shareholders who would like to attend the AGM in person are asked to register their intention as soon as practicable by email to ir@fundingcircle.com. We have also arranged for shareholders to be able to raise questions in advance and, should they be unable to attend in person, invite them to listen to the meeting via video conference if they wish.

We do not anticipate any restrictions to be in place that would prevent shareholders from attending the meeting in person. However, should there be any reason to do so, we will provide an update on our website at https://corporate.fundingcircle.com/investors/shareholdermeetings and, where appropriate, via a Regulatory Information Service, if any changes are required to the AGM arrangements.

The Board remains committed to shareholder engagement and has made the arrangements set out below to help facilitate this.

Your vote

Whether or not you propose to attend the AGM, I would encourage you to appoint the Chair of the meeting as proxy to vote as you direct at the AGM. Please complete and submit a form of proxy ("Proxy Form") to enable you to vote at the AGM, even if you are unable to attend. This will not prevent you from attending and voting at the AGM in person if you so wish. A Proxy Form is enclosed with this Notice of AGM for you to complete and return or you can submit your Proxy Form electronically at www.sharevote.co.uk, through the CREST service or via the Proxymity platform. Alternatively, if you have already registered with our registrar’s online portfolio service, Shareview, you can submit your proxy, by logging on to your portfolio at www.shareview.co.uk, using your usual user ID and password. For further details on appointing a proxy please see the notes to the Notice of the AGM starting on page 4.

Please note that all Proxy Forms and appointments must be received by 12 pm on Tuesday 9 May 2023.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be announced via a regulatory announcement and posted on the Company’s website as soon as practicable after the AGM.

Listening to the meeting remotely

Shareholders are invited to listen to the formal proceedings of the meeting via video conference although you will not be able to use this facility to vote, ask questions or table resolutions. If you wish to access this facility, please email ir@fundingcircle.com at least 24 hours before the meeting (specifying your name and shareholder reference number (as shown on your Proxy Form) to obtain the required link and access code.

Your questions

The Board appreciates that the AGM is an important forum for shareholders to engage with us and shareholders are, therefore, invited to submit questions on the business of the AGM in advance by emailing ir@fundingcircle.com. Questions must be received by no later than 5.30 pm on 2 May 2023. Please ensure you include your name and shareholder reference number (as shown on your Proxy Form) with your question. Responses to frequently asked questions across key themes relevant to the business of the meeting will be posted on our website prior to the last day for receipt of Proxy Forms as specified above.

The Board considers that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. The Directors, therefore, recommend that shareholders vote in favour of each of the resolutions, as they intend to do in respect of their own shareholdings.

Recommendation

Yours faithfully,
Andrew Learoyd
Chair

Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING ("AGM") of Funding Circle Holdings plc (the "Company") will be held at the Company’s offices at 71 Queen Victoria Street, London EC4V 4AY, on Thursday 11 May 2023 at 12 pm to consider and, if thought appropriate, pass the following resolutions. Resolutions 1 to 15 and 20 will be proposed as ordinary resolutions and Resolutions 16 to 19 will be proposed as special resolutions.

Ordinary resolutions

Reports and accounts

  1. To receive the Annual Report and the Accounts for the Company for the year ended 31 December 2022 (the "Annual Report").

Directors’ remuneration

  1. To approve the Directors’ Remuneration Report set out on pages 100 to 115 of the Annual Report for the year ended 31 December 2022.

Auditors

  1. To reappoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company at which accounts are laid.

  2. To authorise the Audit Committee to fix the remuneration of the auditors.

Election of Directors

  1. To re-elect Andrew Learoyd as a Director.

  2. To re-elect Lisa Jacobs as a Director.

  3. To re-elect Oliver White as a Director.

  4. To re-elect Geeta Gopalan as a Director.

  5. To re-elect Eric Daniels as a Director.

  6. To re-elect Helen Beck as a Director.

  7. To re-elect Matthew King as a Director.

  8. To re-elect Samir Desai as a Director.

  9. To re-elect Hendrik Nelis as a Director.

  10. To re-elect Neil Rimer as a Director.

Special business

Directors’ authority to allot shares

  1. To generally and unconditionally authorise the Directors, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares or grant rights to subscribe for, or to convert any security into, shares in the Company:

(a) up to an aggregate nominal amount of £120,434; and
(b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £240,868 (including within such limit any shares issued or rights granted under paragraph (a) above) in connection with an offer by way of a rights issue,

such authorities to apply in place of all existing authorities pursuant to section 551 of the Companies Act 2006 and to expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on 31 July 2024.

Special resolutions

Disapplication of pre-emption rights

  1. That if Resolution 15 is passed, the Board be generally empowered, in place of all existing powers, pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 15 as if section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, and such authority:

(a) shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 15, by way of a rights issue only):

  1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  2. holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under paragraph (a) of Resolution 15, shall be limited to the allotment of equity securities (otherwise than pursuant to paragraph (a) above) up to a nominal amount of £18,065,

such authority to expire at the end of the next annual general meeting of the Company or, if earlier, the close of business on 31 July 2024.

Authority to purchase own ordinary shares

  1. To unconditionally and generally authorise the Company, for the purpose of section 701 of the Companies Act 2006, to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares of £0.001 each in the capital of the Company provided that:

(a) the maximum number of ordinary shares which may be purchased is 36,130,314; (b) the minimum price (exclusive of expenses) which may be paid for each share is £0.001; (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount equal to the higher of (i) 105% of the average of the closing price of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; (d) this authority shall expire at the conclusion of the Company’s next annual general meeting or, if earlier, the close of business on 31 July 2024.

Notice of general meeting

  1. To authorise the Directors to call a general meeting, other than an annual general meeting, on not less than 14 clear days’ notice.

Ordinary resolution

Political donations

  1. That, in accordance with Part 14 of the Companies Act 2006, the Company and each company which is or becomes a subsidiary of the Company at any time during the period for which his resolution has effect, be and are hereby authorised:

(a) to make political donations to political parties and/or independent election candidates; (b) to make political donations to political organisations other than political parties; and (c) to incur political expenditure,

in each case during the period beginning with the date of the passing of this resolution and ending on the conclusion of the next annual general meeting, or the close of business on 31 July 2024, whichever is earlier. In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £100,000.

By order of the Board
Lucy Vernall
Company Secretary
30 March 2023
Funding Circle Holdings plc
Registered in England and Wales
No. 07123934
Registered office: 71 Queen Victoria Street London EC4V 4AY

Notes to the Notice of Annual General Meeting

Entitlement to attend and vote

  1. Only those shareholders registered on the Company’s register of members as at 6.30 pm on Tuesday 9 May 2023, or, if this meeting is adjourned, at 6.30 pm on the day which is two business days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the meeting.

  2. Shareholders who wish to attend the AGM in person are asked to register their attendance as soon as practicable by email to ir@fundingcircle.com.

  3. A copy of this Notice and other information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at https://corporate.fundingcircle.com/investors/shareholder-meetings.

  4. If attending in person, shareholders are requested to bring with them suitable evidence of their identity to facilitate entry to the meeting. Persons who are not shareholders of the Company (or their appointed proxy) will not be admitted to the AGM unless prior arrangements have been made with the Company.

  5. A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the AGM. A proxy need not be a shareholder of the Company.

  6. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the AGM.

  7. A Proxy Form is enclosed with this Notice. In the case of joint holders, any one holder may vote.

  8. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. Each ordinary share confers one vote on a poll.

Total voting rights

  1. The total number of issued ordinary shares in the Company on 17 March 2023 is 361,303,143. Therefore, the total number of votes exercisable as at 17 March 2023 is 361,303,143.

CREST proxy instructions

  1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM by following the procedures described in the CREST Manual (available via www.euroclear.com).

  2. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual.

Proxymity voting instructions

  1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. Your proxy must be lodged by 12 pm on 9 May 2023 in order to be considered valid.

Automatic poll voting and results

  1. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. The results of the poll will be published on the Company’s website and announced through a Regulatory Information Service once the votes have been counted and verified.

Publication of audit concerns

  1. Under section 527 of the Companies Act 2006, members meeting the threshold requirements have the right to require the Company to publish on a website a statement setting out any matter relating to: (a) the audit of the Company’s accounts or (b) any circumstance connected with an auditor of the Company ceasing to hold office.

Questions

  1. Any shareholder attending the AGM has the right to ask questions. Shareholders are invited to submit questions relating to the business of the AGM in advance by emailing ir@fundingcircle.com. Questions must be received by no later than 5.30 pm on 2 May 2023.

Documents on display

  1. Copies of Directors’ service contracts or letters of appointment with the Company will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the date of the AGM.