Notice of the 2021 Annual General Meeting

To be held at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire LS11 5BD at 10:30 am on Thursday 29 April 2021.

This document is important and requires your immediate attention

If you are in any doubt about the action you should take, you should consult an appropriately authorised independent financial adviser. If you have sold or transferred all of your shares in International Personal Finance plc (the Company), you should forward this document and any enclosures to your bank, stockbroker or other agent through whom the sale or transfer was made for transmission to the purchaser or transferee.

Whether or not you propose to attend the AGM, please complete and submit a proxy appointment in accordance with the notes to the Notice of AGM set out on pages 6 and 7. To be valid, proxy appointments must be received by no later than 10:30 am on Tuesday 27 April 2021 in accordance with the notes.

Your attention is drawn to the letter from the Chairman of the Company which is set out on page 2 of this document and which recommends that you vote in favour of the resolutions to be proposed at the AGM.

International Personal Finance plc

(incorporated and registered in England and Wales under number 6018973)

Registered Office

Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD

23 March 2021

Dear Shareholder

I am pleased to invite you to our Annual General Meeting (AGM) which we will be holding at our offices in Leeds at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD on Thursday 29 April 2021 at 10.30am. Given the challenges and restrictions imposed as a result of Covid-19, the Board is considering all options as to what format this year's AGM will take and we will keep you updated via our website should plans change in light of future developments.

The Notice of AGM (Notice) and explanatory notes about each of the resolutions proposed can be found on pages 3 to 5. The biographies for each of the directors standing for re-election can be found on pages 60 to 61 of the Annual Report.

The Board has been closely monitoring the coronavirus (Covid-19) pandemic and our priority continues to be peoples' health, safety and wellbeing. The Board considers that it is in the Company's best interests to proceed with the AGM, but in light of the ongoing measures taken by the UK Government to reduce the public health risks posed by the spread of the virus, the Board considers it necessary to make some important changes to the way in which we hold and conduct this year's meeting.

Accordingly, the Board's current intention is that this year's meeting will be attended only by a limited number of Company representatives to ensure that a valid meeting is held.

Given the need to reduce the risks of transmission of the virus, you are encouraged not to attend the AGM in person, but to appoint the Chairman of the meeting as your proxy instead and to give instructions on how you wish the Chairman to vote on the proposed resolutions. This year, all proposed resolutions will be put to a vote on a poll. On a poll, each shareholder has one vote for every share held. To be valid, your proxy appointment form or instruction must be received at the address specified in the notes to the Notice by no later than 10.30am on Tuesday 27 April 2021.

If you would like to ask a question of the Board that you would have raised at the meeting, we invite you to send it by email to: [email protected]. Answers to any question submitted will be published on our website following the AGM.

The Board believes that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. The directors will be voting in favour of the resolutions (other than in respect of those in which they are interested) and unanimously recommend that you do so as well.

Yours sincerely

Stuart Sinclair

Chairman

Notice of the annual general meeting of International Personal Finance plc

The AGM will be held at Number Three, Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD at 10.30am on Thursday 29 April 2021. You will be asked to consider and, if thought fit, to pass the resolutions set out below.

Ordinary resolutions 1 to 12

Report and accounts

Explanation of resolutions

under number 6018973) Registered Office Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD

23 March 2021 Dear Shareholder

of future developments.

27 April 2021.

International Personal Finance plc

(incorporated and registered in England and Wales

The Notice of AGM (Notice) and explanatory notes about each of the resolutions proposed can be found on pages 3 to 5. The biographies for each of the directors standing for re-election

Accordingly, the Board's current intention is that this year's meeting will be attended only by a limited number of Company

representatives to ensure that a valid meeting is held.

can be found on pages 60 to 61 of the Annual Report.

we hold and conduct this year's meeting.

2 International Personal Finance plc

If you would like to ask a question of the Board that you would have raised at the meeting, we invite you to send it by email to: [email protected]. Answers to any question submitted will be

We would strongly urge you to consider carefully the latest public health advice when deciding whether to travel and attend on the day. Shareholders who choose to attend in person should pre-register by notifying the Company of their intention to attend. This should be done by contacting the Company Secretary at [email protected]. Attendees will also be expected to adhere to any special arrangements and safety measures that the Company puts in place on the day, including in relation to social distancing. Guests will not be permitted to attend the AGM. The Board believes that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. The directors will be voting in favour of the resolutions (other than in respect of those in which they are interested) and

published on our website following the AGM.

unanimously recommend that you do so as well.

Yours sincerely Stuart Sinclair Chairman

To receive the Company's accounts and the reports of the directors and the auditor for the year ended 31 December 2020.

Directors' remuneration report

To approve the directors' remuneration report for the year ended 31 December 2020.

Re-election of directors

1. To re-elect Stuart Sinclair as a director.
1. To re-elect Gerard Ryan as a director.
1. To re-elect Justin Lockwood as a director.
1. To re-elect Deborah Davis as a director.
1. To re-elect Richard Holmes as a director.
1. To re-elect John Mangelaars as a director.
1. To re-elect Bronwyn Syiek as a director.

Re-appointment and remuneration of auditor 10. To re-appoint Deloitte LLP as the Company's auditor.

To authorise the Audit and Risk Committee, on behalf of the Board, to set the auditor's remuneration.

Authority to allot shares

1. That the directors of the Company are authorised generally and unconditionally pursuant to and in accordance with section 551 of the Companies Act 2006 (the Act) to exercise al the powers of the Company to:
a. allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £7,457,996; and
b. allot equity securities (as defined in section 560 of the Act) up to a further aggregate nominal amount of £7,457,996 in connection with a rights issue in favour of shareholders where the equity securities respectively attributable to the interest of all shareholders are as proportionate (as nearly as practicable) to the respective numbers of shares held by them, and that the directors may impose any exclusions or make any other arrangements which they deem necessary or desirable to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or the requirements of any regulatory body or stock exchange in any territory or any other matter.

The prescribed period for which the authorities conferred by this resolution are given shall be a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the Company's AGM in 2022 or at the close of business on 30 June 2022, whichever is sooner but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Special resolutions 13 to 16

Disapplication of pre-emption rights

1. That, subject to the passing of Resolution 12 and in accordance with sections 570 and 573 of the Act, the directors of the Company are empowered to allot equity securities (as defined in section 560 of the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment and/or sale, provided that such power be limited to:
a. the allotment of equity securities and/or sale of treasury shares in connection with a rights issue or other pre-emptive offer in favour of ordinary shareholders where the equity securities are proportionate (as nearly as practicable) to the respective number of ordinary shares held by such holders, but subject to such exclusions or other arrangements as the directors may deem necessary or desirable in relation to treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or the laws of, any territory or the requirements of any regulatory body or stock exchange in any territory or any other matter; and
b. the allotment of equity securities and/or sale of treasury shares (otherwise than in connection with a rights issue or other preemptive offer under paragraph a) above) up to an aggregate nominal amount of £1,118,699,

such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 12 save that, in each case, prior to its expiry, revocation or variation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to be granted (and/or treasury shares to be sold) after the power expires and the directors may allot equity securities or grant rights (and/or sell treasury shares) under any such offer or agreement as if the power had not expired, been revoked or varied.

1. To resolve that, subject to the passing of Resolution 12 and in accordance with sections 570 and 573 of the Act, the directors of the Company are empowered (in addition to any power granted under Resolution 13) to allot equity securities of the Company (as defined in section 560 of the Act) for cash under the authority given by Resolution 12 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment and/or sale, provided that such power is:
a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £1,118,699; and
b. used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the directors determine 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, and such power shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 12 save that, prior to its expiry, revocation or variation the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted or rights to be granted (and/or treasury shares to be sold) after the power expires and the directors may allot equity securities or grant rights (and/or sell treasury shares) under any such offer or agreement as if the power had not expired.

Authority to purchase own shares

1. That the Company is generally and unconditionally authorised, for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares provided that:
a. the maximum number of ordinary shares that may be purchased is 22,373,988;
b. the minimum price (excluding expenses) which the Company may pay for each ordinary share is the nominal value;
c. the maximum price (excluding expenses) which the Company may pay for each ordinary share is the higher of:
- i. an amount equal to 105% of the average of the mid-market price of an ordinary share, based on the London Stock Exchange Daily Official List, for the five business days immediately before the day on which the Company agrees to purchase the ordinary shares; and
- ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

and this authority shall expire at the conclusion of the Company's AGM in 2022 or at the close of business on 30 June 2022, whichever is sooner, and a contract to purchase shares under this authority may be made prior to the expiry of this authority and concluded, in whole or in part, after the expiry of this authority.

Notice for general meetings

That any general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

23 March 2021 By order of the Board

James Ormrod

Company Secretary

Registered Office: Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD

Registered in England and Wales No. 6018973

Explanation of resolutions

Resolutions 1 to 12 are to be proposed as ordinary resolutions.

Resolution 1 – Report and accounts

The Act requires the directors of a public company to lay before the company in general meeting copies of the directors' reports, the independent auditor's report and the audited financial statements of the company in respect of each financial year. In accordance with best practice, the Company proposes an ordinary resolution to receive its audited accounts ad reports for the financial year ended 31 December 2020 (the 2020 Annual Report).

The 2020 Annual Report is available at www.ipfin.co.uk. A hard copy of the Annual Report has been sent to those shareholders who have requested one.

Resolution 2 – Directors' remuneration report The Act requires that the directors' remuneration report, which is set out on pages 86 to 99 of the 2020 Annual Report, is put to a shareholder vote. This is an advisory resolution only and the directors' entitlement to receive remuneration is not conditional on it being passed. The annual remuneration report gives details of the implementation of the Company's current remuneration policy including payments and share awards made to the directors during the year ended 31 December 2020.

The Act requires that the directors' remuneration policy must be put to shareholders for approval whenever a new policy, or an amendment to an existing approved policy, is proposed. The directors' remuneration policy must in any event be put to shareholders for approval at least every three years. The Company is not proposing any changes to the directors' remuneration policy approved at the annual general meeting in 2020.

Resolutions 3 to 9 – Re-election of directors

Resolutions 3 to 9 relate to the retirement and re-election of the Company's directors. The Company's articles of association require a director who has been appointed by the Board since the last annual general meeting to retire at the next annual general meeting. There have been no such appointments since the annual general meeting in 2020. The Company's articles of association also require any director who held office at the time of the two preceding annual general meetings and who did not retire at either of them to retire at the AGM. Additionally, any director who has held office for nine years or more at the date of the meeting is required to retire. Notwithstanding the provisions of the Company's articles of association, the Board has determined that all of the other directors shall also retire from office at the AGM in line with best practice recommendations of the Financial Reporting Council's UK Corporate Governance Code. Each of the directors intends to stand for re-election by the shareholders, with the exception of Richard Moat and Cathryn Riley, who intend to step down from the Board at the conclusion of the AGM as announced on 3 March 2021.

The directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the nonexecutive directors are independent in character and judgement. This follows a process of formal evaluation which confirms that each director makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and Committee meetings and other duties as required). The Board believes that the considerable and wide-ranging experience of its directors will continue to be invaluable to the Company. Biographies for those directors standing for re-election are available on pages 60 to 61 of the 2020 Annual Report, and on our website at www.ipfin.co.uk.

Resolutions 10 and 11 – Re-appointment and remuneration of auditor

The Company is required to appoint or re-appoint an auditor at each annual general meeting at which its audited accounts and reports are presented to shareholders.

On the recommendation of the Audit and Risk Committee, the Board proposes at Resolution 10 the re-appointment of Deloitte LLP as the Company's auditor.

The Audit and Risk Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting the choice of the auditor.

Resolution 11 proposes that the Audit and Risk Committee be authorised to determine the level of the auditor's remuneration.

Resolution 12 – Authority to allot shares

Explanation of resolutions

Authority to purchase own shares

purchased is 22,373,988;

this authority.

23 March 2021 By order of the Board

James Ormrod Company Secretary

Registered Office: Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD

Notice for general meetings

14 clear days' notice.

That the Company is generally and unconditionally

the Act) of its ordinary shares provided that: a. the maximum number of ordinary shares that may be

where the purchase is carried out, and this authority shall expire at the conclusion of the Company's AGM in 2022 or at the close of business on 30 June 2022, whichever is sooner, and a contract to purchase shares under this authority may be made prior to the expiry of this authority and concluded, in whole or in part, after the expiry of

Registered in England and Wales No. 6018973

authorised, for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of

Explanation of resolutions

Annual Report).

who have requested one.

Resolution 1 – Report and accounts

Resolutions 1 to 12 are to be proposed as ordinary resolutions.

The 2020 Annual Report is available at www.ipfin.co.uk. A hard copy of the Annual Report has been sent to those shareholders

The Act requires that the directors' remuneration report, which is set out on pages 86 to 99 of the 2020 Annual Report, is put to a shareholder vote. This is an advisory resolution only and the directors' entitlement to receive remuneration is not conditional on it being passed. The annual remuneration report gives details of the implementation of the Company's current remuneration policy including payments and share awards made to the directors during the year ended 31 December 2020.

approved at the annual general meeting in 2020. Resolutions 3 to 9 – Re-election of directors

announced on 3 March 2021.

Resolution 2 – Directors' remuneration report

b. the minimum price (excluding expenses) which the Company may pay for each ordinary share is the nominal value; c. the maximum price (excluding expenses) which the

Company may pay for each ordinary share is the higher of: i. an amount equal to 105% of the average of the mid-market price of an ordinary share, based on the London Stock Exchange Daily Official List, for the five business days immediately before the day on which the Company agrees to purchase the ordinary shares; and

ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues

That any general meeting of the Company, other than an annual general meeting, may be called on not less than

4 International Personal Finance plc

The directors' existing share allotment authority is due to expire at the AGM and the Board would like to renew it to provide the directors with flexibility to allot new shares and grant rights up until the conclusion of the Company's 2022 AGM or the close of business on 30 June 2022, whichever is sooner and in line with the guidelines prescribed by The Investment Association. This resolution authorises the directors to allot new shares and to grant rights to subscribe for, or convert any securities into, shares up to an aggregate nominal amount of £7,457,996, representing approximately one-third of the issued share capital of the Company (excluding treasury shares) at 12 March 2021*. The authority will also permit the directors to allot further new shares in the case of a rights issue only up to an aggregate nominal amount of £7,457,996, representing approximately a further one-third of the issued share capital.

As at 12 March 2021*, the Company held 10,504,548 shares in treasury, representing 4.7% of the Company's total issued share capital (excluding such treasury shares).

The directors do not have any present intention to exercise this authority but they consider it prudent to maintain the flexibility that the authority provides to manage the Group's capital resources.

Special resolutions

Resolutions 13 to 16 are to be proposed as special resolutions – for these resolutions to be passed at least 75% of votes cast must be in favour.

Resolutions 13 and 14 – Disapplication of pre-emption rights The directors are seeking power to allot ordinary shares for cash without first offering them to existing shareholders in proportion to their existing holdings. The power set out in resolution 13 would be limited to allotments or sales (a) in connection with a rights issue or similar pre-emptive issue; and (b) otherwise than in connection with such an issue up to an aggregate nominal amount of £1,118,699. In line with the Statement of Principles issued by the Pre-Emption Group this nominal amount represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 12 March 2021*.

Resolution 14 seeks a separate and additional power, as permitted by the Statement of Principles over a further 5% of the Company's issued share capital for use exclusively in connection with acquisitions or specified capital investments. The directors confirm that the Company will only use this power in connection with any acquisition or specified capital investment which is announced at the same time as the allotment, or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

The directors also confirm their intention to follow the provisions of the Statement of Principles, regarding cumulative usage of authorities within a rolling three-year period where the principles provide that issuing shares for cash (other than to existing shareholders) in excess of 7.5% of the issued ordinary share capital of the Company in any such period should not take place without prior consultation with shareholders. This limit excludes any ordinary shares issued pursuant to a general disapplication of pre- emption rights in connection with an acquisition or specified capital investment.

If approved, the powers sought under these resolutions will expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 12.

Resolution 15 – Authority to purchase own shares This resolution gives the Company authority to purchase its own shares up to a maximum number of 22,373,988 representing approximately 10% of the issued ordinary share capital of the Company as at 12 March 2021*. Treasury shares have been excluded for the purpose of this calculation. The resolution renews the existing authority granted by the shareholders which is due to expire at the AGM. It sets out the highest and lowest prices which may be paid.

The directors have no present intention of exercising the authority to make market purchases; however, the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders, and where the decision could be expected to result in an increase in the earnings per share of the Company.

If any shares are purchased the directors intend that they will be either cancelled or held in treasury, depending on which course of action is considered by the directors to be in the best interests of the shareholders at the time.

The authority given in this resolution will expire at the conclusion of the AGM in 2022 or at the close of business on 30 June 2022, whichever is sooner.

Resolution 16 – Notice for general meetings

The notice period required by the Act for general meetings (other than annual general meetings) of the Company is 21 clear days' notice, unless shareholders approve a shorter notice period which cannot be less than 14 clear days' notice and provided that the Company offers the facility for all members to vote by electronic means. Annual general meetings must always be held on at least 21 clear days' notice.

This resolution renews the authority that was given at the AGM last year to approve the shorter notice period. The Company will only use the shorter notice period when it is deemed necessary to do so and is considered to be to the advantage of shareholders as a whole.

If approved the authority will be effective until the AGM in 2022, when it is intended that a similar resolution will be proposed.

^{* 12} March 2021 being the latest practicable date prior to publication of this notice.

Notes

Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at close of business on Tuesday 27 April 2021 (or, in the event of any adjournment, at the close of business on the date which is two business days before the date of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the AGM. Reference in this note to the right to attend the AGM shall as regards attendance at the meeting in person be read subject to any legislation in force temporarily limiting such right at the date of the AGM in light of the public health risks posed by the transmission of the coronavirus (Covid-19).

Appointment of proxies

Members who are entitled to attend and vote at the AGM are entitled to appoint a proxy to exercise all or any of their rights in relation to the meeting on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. The appointment of a proxy shall be subject to any special arrangements that the Board of directors determines is necessary in light of the coronavirus pandemic.

You can appoint a proxy by:

logging onto www.myipfshares.com and submitting your proxy appointment and votes online by following the instructions. If you have not previously done so, you will first need to register to use this service. To do this you will need your investor code detailed on your share certificate; or
if you are a CREST member, submitting a proxy appointment electronically by using the CREST voting service (in accordance with the notes below).

If you would prefer a paper proxy form, you may request one from the Company's registrar, Link Group, by calling 0871 664 0300 (Calls are charged at the standard geographic rate and will vary by provider). If you are calling from overseas, the number is +44 (0)371 664 300 and calls will be charged at the applicable international rate.

Proxy appointments must be received by no later than 10:30am on Tuesday 27 April 2021 for them to be valid (or in the event of an adjournment, no later than 48 hours (excluding any part of a day that is not a working day) before the time of the adjourned meeting).

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

To change proxy instructions, please submit a new proxy appointment using the methods set out above. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed (a) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). In order to be valid, the message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the issuer's agent (ID RA10) by no later than 10:30 am on Tuesday 27 April 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Nominated persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement in these notes concerning the rights of shareholders in relation to the appointment of proxies in the note on page 6 of this document does not apply to Nominated Persons. Such rights described in that note can only be exercised by shareholders of the Company.

Corporate representatives

Notes

Notes

Entitlement to attend and vote

coronavirus (Covid-19). Appointment of proxies

in light of the coronavirus pandemic.

detailed on your share certificate; or

You can appoint a proxy by:

with the notes below).

international rate.

adjourned meeting).

• logging onto www.myipfshares.com and submitting your proxy appointment and votes online by following the instructions. If you have not previously done so, you will first need to register to use this service. To do this you will need your investor code

• if you are a CREST member, submitting a proxy appointment electronically by using the CREST voting service (in accordance

The return of a completed proxy form or the submission of an electronic proxy appointment will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so, subject to any legislation in force temporarily limiting such rights. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the

joint holding (the first-named being the most senior).

6 International Personal Finance plc

Securities Regulations 2001. Nominated persons

Appointment of proxies through CREST

will take precedence.

their behalf.

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. The attendance in person of the meeting of any corporate representative shall be subject to any special arrangements that the board of directors determines necessary in light of the coronavirus pandemic.

Issued shares and total voting rights

As at 12 March 2021 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 234,244,437 ordinary shares with a nominal value of 10 pence each, carrying one vote each. 10,504,548 shares were held by the Company as treasury shares. Therefore, the total voting rights in the Company as at 12 March 2021 were 223,739,889.

Publication of audit concerns on website

Under section 527 of the Act, shareholders have the right to request publication of any concerns that they propose to raise at the AGM relating to the audit of the Company's accounts, subject to meeting the threshold requirements set out in that section. Where a statement is published the Company will forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required, under section 527 of the Act, to publish on its website. The Company cannot require the members concerned to pay its expenses in complying with either section 527 or 528 of the Act.

Entitlement to ask questions

Any shareholder attending the meeting has the right to ask questions relating to the business of the meeting and for these to be answered, unless the answer: would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; has already been published on the Company's website; or it is not in the interests of the Company or the good order of the meeting that the question be answered.

Details of communications

The electronic address given in this Notice for the appointment of proxies for the meeting is given for that purpose only and may not be used for any other purposes including general communication with the Company in relation to the meeting or otherwise.

Except as provided above, members who have general queries about the AGM should use the following means of communication (no other method of communication will be accepted):

calling the shareholder helpline, 0871 664 0300 or from overseas +44 371 664 0300;
by email to [email protected]; or
by writing to the registrar, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL.

Documents on Display

Copies of the service contracts and letters of appointment of each of the directors of the Company and of the Articles of Association 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) and at the place of the AGM from at least 15 minutes prior to, and until the conclusion of, the AGM.

A copy of this Notice, and other information required by section 311A of the Act, can be found on the investors section of the Company's website at www.ipfin.co.uk.

International Personal Finance plc

Number Three Leeds City Office Park Meadow Lane Leeds West Yorkshire LS11 5BD

Telephone: +44 (0) 113 539 5466 Email: [email protected] Website: www.ipfin.co.uk

Company number 6018973

AI Terminal

INTERNATIONAL PERSONAL FINANCE PLC

4870_agm-r_2021-03-23_21b0e66e-41e6-44ac-bd72-161e30e48153.pdf

Notice of the 2021 Annual General Meeting

This document is important and requires your immediate attention

International Personal Finance plc

Registered Office

23 March 2021

Dear Shareholder

Stuart Sinclair

Notice of the annual general meeting of International Personal Finance plc

Ordinary resolutions 1 to 12

Special resolutions 13 to 16

James Ormrod

Explanation of resolutions

Resolution 12 – Authority to allot shares

Special resolutions

Resolution 16 – Notice for general meetings

Notes

Entitlement to attend and vote

Appointment of proxies

Appointment of proxies through CREST

Nominated persons

Corporate representatives

Issued shares and total voting rights

Publication of audit concerns on website

Entitlement to ask questions

Details of communications

Documents on Display

International Personal Finance plc

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