Confirmation of Intention to Float

Confirmation of Intention to Float on the London Stock Exchange

Following the announcement by Funding Circle on 3 September 2018 regarding the publication of a Registration Document, Funding Circle today confirms its intention to proceed with an initial public offering (the “IPO” or the “Offer”) and certain details of the Offer. The Company intends to apply for admission of its ordinary shares (“Shares”) to the premium listing segment of the Official List of the Financial Conduct Authority (the “Official List”) and to trading on the London Stock Exchange's main market for listed securities (together, "Admission").

As part of the IPO, retail investors in the UK, Channel Islands and Isle of Man can apply for shares via participating retail stockbrokers and share dealing providers (the “Intermediaries Offer”). The minimum application size in the Intermediaries Offer will be £1,000. A list of participating intermediaries can be found below.

The indicative price range in respect of the Offer (the "Price Range"), together with the maximum number of Shares to be sold in the Offer, will be determined in due course and contained in the Prospectus expected to be published by the Company in the coming weeks.

The final offer price in respect of the Offer (the "Offer Price") will be determined following publication of the Prospectus and a book-building process, with Admission currently expected to occur in October 2018.

Confirmation of Offer Details

● The Offer will be comprised of new Shares to be issued by the Company (to raise gross proceeds of approximately £300 million) and of existing Shares expected to be sold by certain existing shareholders, directors and employees (the “Selling Shareholders").

● Heartland A/S (“Heartland”) has agreed as part of the Offer to purchase (through its wholly-owned indirect subsidiary, Aktieselskabet as 2.7.2018) 10% of the issued ordinary share capital of the Company following the issue of the new Shares pursuant to the Offer, at a range of valuations. The purchase is conditional upon Admission and certain other conditions being satisfied and the commitment falls away if the equity valuation of the Company prior to the issue of new Shares pursuant to the Offer exceeds £1.65 billion.

● The Company intends to use the primary proceeds of the Offer to enhance its balance sheet position. The directors of the Company (the “Directors”) believe this is important for the following reasons:

o to further engender trust in the Group’s business with investors, borrowers and regulators;

o to support the Group in pursuing growth over profitability in the medium term; and

o to provide strategic flexibility and create the ability to take advantage of opportunities either in current markets or new geographies.

● The Directors believe that this is an appropriate time to bring the Group to the public market, reflecting the robust foundations established for future growth. The Directors believe that the Offer will:

o increase the Group’s profile and brand awareness;

o demonstrate the maturity, transparency and governance of the business to borrowers, investors and employees;

o assist in recruiting, retaining and incentivising key management and employees;

o provide a stable base of long term shareholders and give the Group access to a wider range of capital-raising options; and

o provide future liquidity to shareholders.

● Immediately following Admission, the Company intends to have a free float of at least 25% of the Company’s issued share capital. An over-allotment option of 10% of the total offer size will be made available by certain existing shareholders.

● It is expected that Admission will take place in October 2018 and that, following Admission, the Company will be eligible for inclusion in the FTSE UK indices.

● The Offer will comprise:

o An offer of Shares to institutional investors in qualifying jurisdictions (in the UK and elsewhere outside the United States in reliance on Regulation S and in accordance with locally applicable laws and regulations, and in the United States, only to qualified institutional buyers (“QIBs”) as defined in rule 144A under the US Securities Act of 1933, as amended, or another exemption from, or transaction not subject to, registration under the US Securities Act of 1933, as amended) (the “Institutional Offer")

o An offer of Shares to certain retail stockbrokers and share dealing providers in the UK, who would facilitate the participation of their retail clients in the UK, the Channel Islands and the Isle of Man (the “Intermediaries Offer”). Retail stockbrokers and share dealing providers interested in participating in the Intermediaries Offer should contact Solid Solutions Associates (intermediaries@solid-solutions.co.uk).

● The Company and Heartland will agree, and all shareholders holding more than 0.25% of the issued share capital of the Company immediately prior to Admission (other than the Directors and certain other employees of the Group (the “Eligible Employee Selling Shareholders”)) are expected to agree, that (subject to certain exceptions) during the period of 180 days from the date of Admission, they will not, without the prior written consent of the Joint Global Co-ordinators, offer, sell or contract to sell, or otherwise transfer or dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing. The Directors and the Eligible Employee Selling Shareholders will agree that (subject to certain exceptions) during the period of 365 days from the date of Admission, they will not, without the prior written consent of the Joint Global Co-ordinators, offer, sell or contract to sell, or otherwise transfer or dispose of, directly or indirectly, or announce an offer of any Shares (or any interest therein or in respect thereof) or enter into any transaction with the same economic effect as any of the foregoing.

● The Company has engaged Merrill Lynch International (“BofA Merrill Lynch”), Goldman Sachs International (“Goldman Sachs”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) to act as Joint Global Co-ordinators and Joint Bookrunners and Numis Securities Limited (“Numis”) to act as Joint Bookrunner on the Offer. BofA Merrill Lynch is also acting as sole Sponsor.

List of participating intermediaries:

• AJ Bell Youinvest

• Albert E Sharp

• Barclays Smart Investor

• Cornhill Capital Limited

• Hargreaves Lansdown

• iDealing.com Limited

• IG Group

• Interactive Investor

• Redmayne-Bentley Stockbrokers

• Saga Share Direct

• Selftrade

• Sharedeal Active

• Shareview

• SVS Securities Plc

• The Share Centre

• WH Ireland Limited

• X-O.co.uk

About Funding Circle

Funding Circle (corporate.fundingcircle.com) is a global SME loans platform, connecting SMEs who want to borrow with investors who want to lend in the UK, US, Germany and the Netherlands. Since launching in 2010, investors across Funding Circle’s geographies – including more than 80,000 retail investors, banks, asset management companies, insurance companies, government-backed entities and funds – have lent more than £5 billion to over 50,000 businesses globally.

About Heartland

Heartland is the private holding company of Anders Holch Povlsen, containing all the group's activities and investment holdings outside of its fashion activities. The company has a dedicated team focused on actively nurturing investments in selected companies in their portfolio, examples of which include Klarna, Zalando and ASOS.