AR21_Funding Circle plc_NoM.indd

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 9 June 2022 at 12 p.m.

Letter from the Chair

08 April 2022

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 9 June 2022 at 12 p.m.

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 have the opportunity 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.

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. Please note that all Proxy Forms and appointments must be received by 12 p.m. on Tuesday 7 June 2022.

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 the Board, 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 p.m. on 30 May 2022. Please ensure you include your name and shareholder reference number with your question.

Recommendation

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.

Yours faithfully
Andrew Learoyd
Chair

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 9 June 2022 at 12 p.m. 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 2021 (the “Annual Report”).

Directors’ remuneration

  1. To approve the Directors’ Remuneration Report set out on pages 96 to 119 of the Annual Report for the year ended 31 December 2021.

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 at which accounts are laid before the Company.

  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 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 elect Helen Beck as a Director.

  7. To 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 £119,108; and (b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £238,217 (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.

These authorities will expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 30 July 2023.

Special resolutions

Disapplication of pre-emption rights

  1. That if Resolution 15 is passed, the Board be generally empowered to allot equity securities for cash under the authority given by Resolution 15 as if section 561(1) of the Companies Act 2006 did not apply.

  2. That if Resolution 15 is passed, the Board be generally empowered to allot equity securities for cash under the authority given by Resolution 15 as if section 561(1) of the Companies Act 2006 did not apply, such authority to be:

(a) in the case of the authority granted under paragraph (a) of Resolution 15, limited to the allotment of equity securities for cash up to a nominal amount of £17,866; and (b) used only for the purposes of financing (or refinancing) a transaction which the Board determines to be an acquisition or other capital investment.

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 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 35,732,624; (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.

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 be authorised to make political donations to political parties and/or independent election candidates; to make political donations to political organisations other than political parties; and 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 30 July 2023, whichever is earlier.

Explanatory Notes to the Notice of Annual General Meeting

The notes on the following pages give an explanation of the proposed resolutions.

Resolution 1: Report and accounts

The first item of business is the receipt by the shareholders of the Annual Report and the accounts of the Company for the year ended 31 December 2021.

Resolution 2: Directors’ Remuneration Report

This resolution is advisory in nature meaning that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed.

Resolution 3: Reappointment of auditors

Resolution 3 proposes, on the recommendation of the Board, the appointment of PricewaterhouseCoopers LLP as the Company’s auditors.

Resolution 4: Remuneration of auditors

This resolution seeks shareholder consent for the Audit Committee to fix the remuneration of the auditors.

Resolutions 5 to 14: Election of Directors

Each of the Directors is standing for election or re-election at the AGM.

Resolution 15: Directors’ authority to allot shares

The authority in respect of this is dealt with in Resolution 15.

Resolutions 16 and 17: Disapplication of pre‑emption rights

Resolution 16 deals with the authority of the Directors to allot new shares.

Resolution 18: Purchase of own shares

The effect of Resolution 18 is to grant authority to the Company to purchase its own ordinary shares.

Resolution 19: Notice of general meetings

Resolution 19 seeks approval for a shorter notice period for general meetings.

Resolution 20: Political donations

This resolution is proposed for approval as a precaution in order to avoid inadvertent breach of the legislation.

Funding Circle Holdings plc
71 Queen Victoria Street
London
EC4V 4AY
corporate.fundingcircle.com/investors