Funding Circle : Notice of Annual General Meeting (AGM)

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 p.m. on Tuesday 7 June 2022).

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.

Funding Circle Holdings plc

(incorporated and registered in England and Wales under number 07123934)

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 [e-mail]. 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.

Given the government plans to "live with Covid", 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/shareholder-meetings 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 (subject to any Government guidance available at the time). A Proxy Form is enclosed with this Notice of AGM for you to complete and return or you can submit your Proxy Form electronically atwww.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 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 [e-mail] 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 [e-mail]. 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 (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.

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 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 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

2. 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

• 3. 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.

• 4. To authorise the Audit Committee to fix the remuneration of the auditors.

Election of Directors

• 5. To re-elect Andrew Learoyd as a Director.

• 6. To elect Lisa Jacobs as a Director.

• 7. To re-elect Oliver White as a Director.

• 8. To re-elect Geeta Gopalan as a Director.

• 9. To re-elect Eric Daniels as a Director.

• 10. To elect Helen Beck as a Director.

• 11. To elect Matthew King as a Director.

• 12. To re-elect Samir Desai as a Director.

• 13. To re-elect Hendrik Nelis as a Director.

• 14. To re-elect Neil Rimer as a Director.

Special business

Directors' authority to allot shares

15. 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,

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 30 July 2023,but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires, and the Directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.

For the purposes of this resolution, "rights issue" means an offer to:

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• (ii) 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, to subscribe for further securities, 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.

Special resolutions

Disapplication of pre-emption rights

16. 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 £17,866.

such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 30 July 2023 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Funding Circle Holdings plc

The authority in this Resolution 16 applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words "under the authority given by Resolution 15" were omitted.

17. That if Resolution 15 is passed, the Board be generally empowered, in addition to any authority granted under Resolution 16, 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, 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, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, the close of business on 30 July 2023 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

The authority in this Resolution 17 applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Companies Act 2006 as if in the first paragraph of this resolution the words "under the authority given by Resolution 15" were omitted.

Authority to purchase own ordinary shares

18. 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 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; and

(d) this authority shall expire at the conclusion of the

Company's next Annual General Meeting or, if earlier, the close of business on 30 July 2023 (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).

Notice of general meeting

19. 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

20. 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 30 July 2023, 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. For the purposes of this resolution the terms "political donations", "independent election candidates", "political organisations", "political expenditure" and "political parties" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

By order of the Board

Lucy Vernall Company Secretary 08 April 2022

Funding Circle Holdings plc Registered in England and Wales

No. 07123934

Registered office:

71 Queen Victoria Street London

EC4V 4AY