INTERNATIONAL PERSONAL FINANCE PLC

AGM Information • May 4, 2023

COMPANY LIMITED BY SHARES UNDER THE COMPANIES ACT 1985 (NOW REPLACED BY THE COMPANIES ACT 2006)

RESOLUTIONS OF INTERNATIONAL PERSONAL FINANCE plc COMPANY NO. 6018973

At the sixteenth annual general meeting of International Personal Finance plc (the "Company") duly convened and held at the Company's registered office at 26 Whitehall Road, Leeds, LS12 1BE, on Thursday, 27 April 2023, commencing at 10.30am, the following resolutions were proposed and passed as special business.

RESOLUTIONS

ORDINARY RESOLUTION

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 all the powers of the Company to:
  2. 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 £7,424,972; and
  3. b. allot equity securities (as defined in section 560 of the Act) up to a further aggregate nominal amount of £7,424,972 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 authority conferred by this resolution is 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 2024 or at the close of business on 28 June 2024, 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 RESOLUTION

Disapplication of pre-emption rights

• 1. That, subject to the passing of Resolution 15 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 is limited to:
  2. 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 pre-emptive offer under paragraph 16a. above) up to an aggregate nominal amount of £1,113,745.

Such power to expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 15 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, is revoked or varied 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. That, subject to the passing of Resolution 15 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 16) to allot equity securities of the Company (as defined in section 560 of the Act) for cash under the authority given by Resolution 15 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:
  2. a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £1,113,745; and
  3. b. used only for the purposes of financing (or refinancing, if the power is to be used within twelve 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.

Such power shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by Resolution 15 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, is revoked or varied 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.

SPECIAL RESOLUTION

Authority to purchase its 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:
  2. a. the maximum number of ordinary shares that may be purchased is 22,274,916;
  3. b. the minimum price (excluding expenses) which the Company may pay for each ordinary share is the nominal value;
  4. 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 venue where the purchase is carried out.

This authority shall expire at the conclusion of the Company's AGM in 2024 or at the close of business on 28 June 2024, 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.

SPECIAL RESOLUTION

Notice of general meetings

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

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COMPANY SECRETARY