Vanquis Banking Group (formerly: Provident Financial Plc)

Prospectus • Nov 9, 2023

VANQUIS BANKING GROUP PLC (formerly known as Provident Financial plc)

(incorporated with limited liability in England and Wales) £2,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed in respect of Senior Notes issued hereunder by MONEYBARN NO.1 LIMITED PROVIDENT FINANCIAL HOLDINGS LIMITED

(each incorporated with limited liability in England and Wales)

This offering circular (the "Offering Circular") has been approved by the United Kingdom Financial Conduct Authority (the "FCA") as competent authority under Regulation EU 2017/1129 as it forms part of domestic law of the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation"). This Offering Circular constitutes a base prospectus for the purposes of Article 8 of the UK Prospectus Regulation. The FCA only approves this Offering Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the Guarantors nor as an endorsement of the quality of any Notes that are the subject of this Offering Circular. Investors should make their own assessment as to the suitability of investing in such Notes. Applications have been made for such Notes to be admitted during the period of twelve months after the date hereof to listing on the Official List of the FCA and to trading on the Main Market of the London Stock Exchange plc (the "London Stock Exchange"). References in this Offering Circular to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the London Stock Exchange's Main Market (the "Main Market") and have been admitted to the Official List of the FCA.

Under this £2,000,000,000 Euro Medium Term Note Programme (the "Programme"), Vanquis Banking Group plc (formerly known as Provident Financial plc) (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Notes to be issued under the Programme may comprise (i) unsubordinated Notes (the "Senior Notes") and (ii) Notes which are subordinated as described herein with a maturity date and with terms capable of qualifying as Tier 2 Capital (as defined herein) (the "Tier 2 Notes"). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The payments of all amounts due in respect of any Senior Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by Moneybarn No.1 Limited and Provident Financial Holdings Limited (each a "Guarantor" and together the "Guarantors"). Tier 2 Notes will not be guaranteed.

The Issuer has been rated BB by Fitch Ratings Limited ("Fitch"). Fitch is established in the UK and is registered under the Regulation (EC) No. 1060/2009 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK CRA Regulation"). The rating Fitch has given to the Issuer is endorsed by Fitch Ratings Ireland Limited, which is established in the European Economic Area (the "EEA") and registered under Regulation (EC) No 1060/2009 (as amended, the "EU CRA Regulation").

Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) applicable to the Issuer or the rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

This Offering Circular is valid for a period of twelve months from the date of approval. The obligation to supplement this Offering Circular in the event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.

The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except in certain transactions exempt from the registration requirements of the Securities Act.

Arranger BARCLAYS Dealers

BARCLAYS J.P. MORGAN LLOYDS BANK CORPORATE MARKETS NATWEST MARKETS

Offering Circular dated 9 November 2023

IMPORTANT NOTICES

Responsibility for this Offering Circular

Each of the Issuer and the Guarantors accepts responsibility for the information contained in this Offering Circular and any Final Terms and to the best of its knowledge, the information contained in this Offering Circular is in accordance with the facts and the Offering Circular makes no omission likely to affect its import.

Final Terms/Drawdown Offering Circular

Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Senior and Tier 2 Notes" (the "Conditions") as completed by a document specific to such Tranche called final terms (the "Final Terms") or in a separate prospectus specific to such Tranche (the "Drawdown Offering Circular") as described under "Final Terms and Drawdown Offering Circular" below.

Information incorporated by reference in this Offering Circular

This Offering Circular must be read and construed together with any amendments or supplements hereto and with any information incorporated by reference herein (see "Documents Incorporated by Reference"). and, in relation to any Tranche of Notes, must be read and construed together with the relevant Final Terms. In the case of a Tranche of Notes which is the subject of a Drawdown Offering Circular, each reference in this Offering Circular to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Offering Circular unless the context requires otherwise.

Unauthorised information

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other document entered into in relation to the Programme or any information supplied by the Issuer or the Guarantors and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer, the Guarantors, any Dealer or M&G Trustee Company Limited (previously known as Prudential Trustee Company Limited) (the "Trustee").

Neither the Dealers, the Trustee nor any of their respective affiliates have authorised the whole or any part of this Offering Circular and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Offering Circular. Neither the delivery of this Offering Circular or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Offering Circular is true subsequent to the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial position or financial performance of the Issuer or the Guarantors since the date thereof or, if later, the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Restrictions on distribution

The distribution of this Offering Circular and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular or any Final Terms comes are required by the Issuer, the Guarantors and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Offering Circular or any Final Terms and other offering material relating to the Notes, see "Subscription and Sale". In particular, Notes have not been and will not be registered under the Securities Act and Notes in bearer form are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons.

Neither this Offering Circular nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer, the Guarantors, the Dealers or any of them that any recipient of this Offering Circular or any Final Terms should subscribe for or purchase any Notes. Each recipient of this Offering Circular or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and the Guarantors.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

EU MiFID II product governance / target market – The Final Terms in respect of any Notes may include a legend entitled "EU MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue of Notes about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the EU MiFID Product Governance Rules.

UK MiFIR Product Governance / target market - The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any distributor should take into consideration the target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR product governance rules set out in the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

Product classification pursuant to Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition)

The Final Terms in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the Notes pursuant to Section 309B(1) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as modified or amended from time to time, the "SFA"). The Issuer will make a determination and provide the appropriate written notification to "relevant persons" in relation to each issue about the classification of the Notes being offered for the purposes of Section 309B(1)(a) and Section 309B(1)(c) of the SFA.

UK Benchmarks Regulation

Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Benchmarks Regulation"). Transitional provisions in the UK Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms. If any such reference rate does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by FCA pursuant to article 36 of the UK Benchmarks Regulation. The registration status of any administrator under the UK Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of the administrator.

Alternative Performance Measures

In addition to the financial performance measures established by International Financial Reporting Standards ("IFRS"), this Offering Circular contains certain financial measures that are presented for the purpose of assisting securities analysts, investors and other interested parties in understanding the Group's (as defined herein) financial performance. The relevant metrics are identified as Alternative Performance Measures ("APMs") for the purposes of the Guidelines on Alternative Performance Measures issued by the European Securities and Markets Authority. Such measures should not be considered as a substitute for those required by IFRS. The definition of these non-statutory measures may not be comparable to similarly titled measures reported by other companies. Investors should refer to pages 229 to 234 of the 2022 Group Financial Statements and pages 42 to 43 of the 2023 Group Interim Financial Statements for an explanation of the relevance of such APMs and their definitions.

Supplemental Offering Circular

If at any time the Issuer shall be required to prepare a supplement to the Offering Circular to give effect to the provisions of Article 23(1) of the UK Prospectus Regulation, the Issuer will prepare and make available an appropriate amendment or supplement to this Offering Circular or a further offering circular which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Main Market, shall constitute a supplemental base prospectus as required by the FCA and the UK Prospectus Regulation.

Suitability of investment in the Notes

The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:

• has sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risk of investing in the relevant Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement;

• has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;

• has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where the currency for principal or interest payments is different from the currency in which such investor's financial activities are principally denominated;

• understands thoroughly the terms of the relevant Notes and is familiar with the behaviour of any relevant indices and financial markets and with the resolution regime applicable to the Issuer and the Group, including the possibility that the Notes may become subject to write-down or conversion if the powers of the Resolution Authority are exercised; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent: (i) Notes are legal investments for it; (ii) Notes can be used as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Prior to making an investment decision, potential investors should consider carefully, in light of their own financial circumstances and investment objectives, all the information contained in this Offering Circular or incorporated by reference herein.

Certain definitions

In this Offering Circular, unless otherwise specified, references to a "Member State" are references to a Member State of the EEA, references to "£", "GBP" or "pounds sterling" are to the lawful currency for the time being of the UK, references to "EUR" or "euro" are to the currency introduced at the start of the third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended and references to "U.S.\$", "U.S. dollars" or "dollars" are to United States dollars.

References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe to such Notes.

Certain other terms or phrases in this Offering Circular are defined in bold font and references to those terms elsewhere in this Offering Circular are designated with initial capital letters.

Stabilisation

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the relevant Final Terms may over allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.

OVERVIEW OF THE PROGRAMME7
RISK FACTORS14
DOCUMENTS INCORPORATED BY REFERENCE47
FINAL TERMS AND DRAWDOWN OFFERING CIRCULAR49
DESCRIPTION OF THE NOTES 50
FORM OF FINAL TERMS 54
TERMS AND CONDITIONS OF THE SENIOR AND TIER 2 NOTES 68
BUSINESS DESCRIPTION 121
CAPITAL AND LIQUIDITY 133
DESCRIPTION OF THE GUARANTORS 137
USE OF PROCEEDS 139
TAXATION 140
SUBSCRIPTION AND SALE 143
GENERAL INFORMATION 146

OVERVIEW OF THE PROGRAMME

The following overview is a general description of the Programme, must be read as an introduction to this Offering Circular, and is qualified in its entirety by the remainder of this Offering Circular (and, in relation to the terms and conditions of any particular Tranche of Notes, the relevant Final Terms or Drawdown Offering Circular). Words and expressions defined elsewhere in this Offering Circular shall have the same meaning in this overview unless otherwise defined herein.

Issuer:	Vanquis Banking Group plc (formerly known as Provident Financial plc)
Guarantors (Senior Notes only):	Moneybarn No.1 Limited Provident Financial Holdings Limited
	As described in Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution), in certain circumstances other entities may give guarantees in respect of the Notes. In addition, a Guarantor may, upon the delivery of a written notice from the Issuer to the Trustee, cease to be a Guarantor in respect of Senior Notes if it is not for the time being a Guarantor under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer, as further set out in the Trust Deed.
Arranger:	Barclays Bank PLC
Dealers:	Barclays Bank PLC J.P. Morgan Securities plc Lloyds Bank Corporate Markets plc NatWest Markets Plc
	and any other Dealer appointed from time to time by the Issuer and the Guarantors either generally in respect of the Programme or in relation to a particular Tranche of Notes (together, the "Dealers").
Trustee:	M&G Trustee Company Limited
Principal Paying Agent:	The Bank of New York Mellon, London Branch
Registrar and Transfer Agent:	The Bank of New York Mellon SA/NV, Luxembourg Branch
Final Terms or Drawdown Offering Circular:	Notes issued under the Programme may be issued either (1) pursuant to this Offering Circular and associated Final Terms or (2) pursuant to a Drawdown Offering Circular. The terms and conditions applicable to any particular Tranche of Notes will be the Conditions as completed by the relevant Final Terms or, as the case may be, as supplemented, amended and/or replaced by the relevant Drawdown Offering Circular.
Listing and Trading:	Applications have been made for Notes to be admitted during the period of 12 months from the date of approval of this Offering Circular to listing on the Official List of the FCA and to trading on the Main Market.
Clearing Systems:	Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg").

Initial Programme Amount:	Up to £2,000,000,000 (or the equivalent in other currencies) aggregate nominal amount of Notes outstanding at any one time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement.
Issuance in Series:	Notes will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches. The Notes of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Notes of different denominations.
Forms of Notes:	The Notes will be issued in bearer or registered form as specified in the applicable Final Terms.
	Each Tranche of Notes in bearer form ("Bearer Notes") will be initially issued in the form of a temporary global note (a "Temporary Global Note") or, if so specified in the relevant Final Terms, a permanent global note (a "Permanent Global Note) (together the "Global Bearer Notes") which, in either case, will (i) if the Global Bearer Notes are intended to be issued in new global note ("NGN") form, as stated in the relevant Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") Euroclear and Clearstream, Luxembourg and (ii) if the Global Bearer Notes are not intended to be issued in NGN form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for Euroclear and Clearstream, Luxembourg.
	Each Tranche of Notes in registered form ("Registered Notes") will be represented by either individual note certificates in registered form ("Individual Note Certificates") or a global note in registered form (a "Global Registered Note"), in each case as specified in the relevant Final Terms. Each Global Registered Note will either be: (a) in the case of a Registered Note which is not to be held under the new safekeeping structure ("New Safekeeping Structure" or "NSS"), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Registered Note will be deposited with the common depositary; or (b) in the case of a Registered Note to be held under the NSS, be registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Registered Note will be deposited with the common safekeeper for Euroclear and/or Clearstream, Luxembourg.
Currencies:	Notes may be denominated in pounds sterling, euro, U.S. dollars or in any other currency or currencies, subject to compliance with all applicable legal and/or regulatory and/or central bank requirement.
Status of the Senior Notes:	Senior Notes (as described in Condition 2.1 (Status of the Senior Notes and the Guarantee in respect of the Senior Notes)) will constitute direct, unconditional, unsubordinated and (subject to the provisions of Condition 3 (Negative

	Pledge in respect of Senior Notes)) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.
Status of the Guarantee in respect of Senior Notes:	The joint and several obligations of the Guarantors under the Guarantee are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3 (Negative Pledge in respect of Senior Notes)) unsecured obligations of the Guarantors and (save for certain obligations required to be preferred by law) rank equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantors, from time to time outstanding.
Status of the Tier 2 Notes:	Tier 2 Notes (as described in Condition 2.2 (Status of the Tier 2 Notes)) will constitute unsecured and subordinated obligations of the Issuer and the holders of Tier 2 Notes will, in the event of the Winding Up or a Qualifying Procedure of the Issuer, be subordinated in the manner provided in the Trust Deed and as specified in Condition 2.2 (Status of the Tier 2 Notes) to the claims of all Senior Creditors but shall rank at least pari passu with the claims of Parity Creditors and shall rank in priority to the claims of Junior Creditors.
Waiver of Set-off – Tier 2 Notes:	Subject to applicable law, neither any Tier 2 Noteholder or Tier 2 Couponholder nor the Trustee (on behalf of Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of the Trustee in its personal capacity under the Trust Deed) may exercise or claim any right of set-off or netting in respect of any amount owed to it by the Issuer arising under or in connection with the Tier 2 Notes or the Tier 2 Coupons and each Tier 2 Noteholder and Tier 2 Couponholder shall, by virtue of its subscription, purchase or holding of any Tier 2 Note or Tier 2 Coupon, be deemed to have waived all such rights of set-off or netting.
Remedies for Non-Payment – Tier 2 Notes	The sole remedy against the Issuer available to the Trustee or any Tier 2 Noteholder or Tier 2 Couponholder for recovery of amounts owing in respect of any payment of principal or interest in respect of any Tier 2 Notes, will be the institution of proceedings for the winding up of the Issuer and/or proving in any Winding Up or Qualifying Procedure of the Issuer but may take no other action in respect of such default.
Tier 2 Notes – Substitution or Variation:	If at any time a Capital Disqualification Event or a Tax Event occurs the Issuer may, subject to the provisions of Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes), (if, and to the extent, so required), either substitute all (but not some only) Tier 2 Notes for, or vary their terms so that they remain or, as appropriate, become, Qualifying Tier 2 Notes (as defined in Condition 6.11 (Substitution or Variation of Tier 2 Notes)), as further provided in Condition 6.11 (Substitution or Variation of Tier 2 Notes).
Issue Price:	Notes may be issued at any price. The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue

in accordance with prevailing market conditions.

Maturities: Any maturity, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Interest: Notes may be interest bearing or non-interest bearing. Interest (if any) may accrue at a fixed rate or a floating rate. Interest may be subject to an Interest Rate Adjustment in certain circumstances (as described in Condition 4.4 (Interest Rate Adjustment)).

Fixed Rate Notes: Fixed Rate Notes will bear interest at the fixed rate of interest specified in the relevant Final Terms. Such interest will be payable in arrear on the Interest Payment Date(s) specified in the relevant Final Terms or determined pursuant to the Conditions.

Reset Notes: Reset Notes will, in respect of an initial period, bear interest at the initial fixed rate of interest specified in the relevant Final Terms. Thereafter, the fixed rate of interest will be reset on one or more date(s) specified in the relevant Final Terms by reference to a mid-market swap rate for the relevant Specified Currency or the Reference Bond Rate, and for a period equal to the Reset Period, as adjusted for any applicable margin, in each case as may be specified in the relevant Final Terms. Such interest will be payable in arrear on the Interest Payment Date(s) specified in the relevant Final Terms or determined pursuant to the Conditions.

Floating Rate Notes: Floating Rate Notes will bear interest determined separately for each Series as follows:

(i) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as supplemented, amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms)) as published by the International Swaps and Derivatives Association, Inc. ("ISDA") or the latest version of the ISDA 2021 Interest Rate Derivatives Definitions, including each Matrix (as defined therein), as specified in the relevant Final Terms, each as published by ISDA (or any successor) on its website (http://www.isda.org) on the date of issue of the first Tranche of the Notes of the relevant Series; or

(ii) by reference to EURIBOR or SONIA,

in any such case as adjusted for any applicable margin specified in the relevant Final Terms.

Floating Rate Notes may also have a maximum interest rate, a minimum interest rate, or both.

Zero Coupon Notes:	Zero Coupon Notes may be issued at their nominal amount or at a discount to their nominal amount and will not bear interest.
Redemption:	Unless previously redeemed or purchased and cancelled, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the relevant Final Terms in the relevant Specified Currency on the Maturity Date specified in the relevant Final Terms.
Redemption for Tax Reasons:	The Notes may, subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes) in the case of Tier 2 Notes, be redeemed at the option of the Issuer for tax reasons in whole, but not in part, at any time (if the Note is not a Floating Rate Note) or on any Interest Payment Date (if the Note is a Floating Rate Note), on giving not less than the minimum period and not more than the maximum period of notice specified in the relevant Final Terms to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders provided the Issuer satisfies the Trustee (immediately before the giving of such notice) that a Tax Event has occurred.
Capital Disqualification Event Redemption in respect of Tier 2 Notes:	If at any time a Capital Disqualification Event occurs in relation to any Series of Tier 2 Notes, the Issuer may, subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes), redeem all, but not some only, of the Tier 2 Notes of such Series at the Early Redemption Amount together with any outstanding interest.
Redemption at the option of the Issuer (Issuer Call):	If Issuer Call is specified as being applicable in the relevant Final Terms, the Issuer may, subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes) in the case of Tier 2 Notes, having given not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms to the Noteholders in accordance with Condition 13 (Notices) (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the relevant Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the relevant Final Terms, as further described in Condition 6.4.
Redemption at the option of the Senior Noteholders (Investor Put):	If Investor Put is specified as being applicable in the relevant Final Terms, upon the holder of any Senior Note giving to the Issuer in accordance with Condition 13 (Notices) not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer will redeem such Senior Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date, as further described in Condition 6.5 (Redemption at the option of the

Noteholders (Investor Put)).

Clean-up Call Option: If Clean-up Call Option is specified in the relevant Final Terms as being applicable and if, at any time (or in the case of Tier 2 Notes, at any time from the fifth anniversary of issuance of the last Tranche of such Notes, unless otherwise permitted by the PRA) the outstanding aggregate nominal amount of the Notes is 20 per cent. (or such other amount as is specified in the relevant Final Terms) or less of the aggregate nominal amount of the Notes originally issued (and, for these purposes, any further Notes issued pursuant to Condition 17 and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued), the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date (or, if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable, on any Interest Payment Date) upon giving notice to the Noteholders, at the Optional Redemption Amount (Clean-up Call) together with any accrued and unpaid interest up to (but excluding) the date of redemption. Denominations: The Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as specified in the Final Terms (subject to compliance with all applicable legal and/or regulatory and/or central bank requirements), save that the minimum denomination of each Note will be €100,000 (or the equivalent in any other currency). Taxation: All payments in respect of Notes will be made without withholding or deduction for or on account of any present or future taxes imposed by or on behalf of or within any tax jurisdiction in which the Issuer or (in respect of Senior Notes only) any Guarantor is organised or resident for tax purposes unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer or (in respect of Senior Notes only), as the case may be, the Guarantors will, save in certain limited circumstances, be required to pay additional amounts (in the case of Tier 2 Notes, in respect of any payment of interest only (but not principal)) to cover the amounts so deducted. All payments in respect of the Notes will be made subject in all cases to, inter alia, any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto. Ratings: The Issuer has been rated BB by Fitch. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) (if any) assigned to the Issuer or the Programme or the rating(s) assigned to Notes already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities

and may be subject to suspension, reduction or withdrawal

	at any time by the assigning rating agency.
Agreement with respect to the exercise of the UK Bail-in Power:	Applicable. See Condition 15 (Recognition of UK Bail-in Power) for further detail.
Governing Law:	English law.
Selling Restrictions:	For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States of America, the EEA, the UK, Singapore, Japan and Switzerland (see "Subscription and Sale" below).

RISK FACTORS

Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective investors should carefully consider risk factors associated with any investment in the Notes, the business of the Issuer, the Guarantors and the industry(ies) in which each of them operates together with all other information contained in this Offering Circular, including, in particular the risk factors described below. Words and expressions defined in the "Terms and Conditions of the Senior and Tier 2 Notes" below or elsewhere in this Offering Circular have the same meanings in this section.

Prospective investors should note that the following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Notes. The Issuer and Guarantors have described only those risks relating to their ability to fulfil their respective obligations under the Notes that they consider to be material. Additional risks and uncertainties relating to the Issuer and the Guarantors that are not currently known to the Issuer or the Guarantors, or that either currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, financial condition, results of operations and/or prospects of the Issuer and the Guarantors and, if any such risk should occur, the price of the Notes may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Notes is suitable for them in light of the information in this Offering Circular and their personal circumstances. When a risk factor is relevant in more than one category, such risk factor is presented only under the category deemed to be the most relevant for such risk factor.

RISKS RELATING TO THE GROUP AND ITS BUSINESS

Risks related to Macro-economic Conditions

Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations

As the Group derives all of its revenues from customers based or resident in the UK, it is directly and indirectly subject to the inherent risks arising from the general economic conditions of the UK economy, as well as other major economies that impact it.

The outbreak of the Covid-19 virus had a significant impact on global economic performance, including in the UK. It is unknown if there will be further outbreaks of Covid-19 (or similar), and the impact (if any) it may have on the UK economy and/or the Group's operations. Due to numerous macro factors (including the war in Ukraine), the cost of living in the UK has increased materially. Thus, disposable income amongst the UK population has been on the whole falling. Furthermore, the impact of inflation is typically higher amongst less affluent adults in the UK as a greater proportion of their spending is required for essentials (for example, food and gas) the prices of which have been rising faster than the general inflation rate. These adults also typically do not have the capacity to reduce their expenses due to the vast proportion of their expenditure being on essentials. The Bank of England has responded to inflation levels by increasing the base rate multiple times since December 2021, which has impacted consumers on mortgages and is likely to also impact those renting (due to landlords typically passing on rate increases). Although the headline rate of inflation has fallen in recent months, the path of the Bank of England's base rate required in order to bring inflation back to target is uncertain, as is the impact that changes to date (or any further increases) could have on economic conditions. The impact on consumers of materially higher nominal prices will undoubtedly take time to unwind. The Group, including its subsidiaries, is exposed to the effects of prevailing levels of unemployment, inflation, consumers' disposable income and interest rates.

The UK economy has lost momentum as a result of the current economic environment and the measures taken by the governments to tackle it. The condition of the UK economy could impact the Group's operations in a number of ways: (i) volatility in the markets in which it operates causing potential reduction in new business lending volumes and balances growth; (ii) the financial health of consumers, and the operations of the Group's counterparties, could be affected and as a result they may default on their obligations due to the Group (such as repayments); (iii) the Group's operations and ability to conduct its business may not be possible to implement fully or in the ways the Group anticipates; (iv) there may be a reduction in the Group's capital due to impaired business performance and absorption of losses; (v) there may be increased use of available headroom by credit card users; (vi) there may be increased forbearance and payment holidays supported by regulatory guidance for vulnerable customers or those in financial difficulty where necessary; (vii) there may be increased impairments due to customer defaults and associated IFRS 9 provisions; and (viii) the Group's access to funding and liquidity may be affected, which will have a negative impact on the Group's liquidity and cashflow.

In the event of a material macro-economic downturn, the Group may also not be able to continue to provide its products to customers in the near-prime and mid-cost finance sector in line with its agreed business strategy and budgeted business plans. Such events could lead to increasing loan delinquencies, customer bankruptcies, charge-offs and provisions for losses. If inflation and/or interest rates in the UK were to rise further, the amount of disposable income available for customers to repay their overall borrowing obligations could decrease. Total collections may be reduced or the timing of receipt of payments may be extended as a result of these measures, any of which could materially and adversely affect the Group's business and financial condition, including its regulatory capital, liquidity, results of operations, cash flows and prospects.

The emerging risks associated with climate change have the potential to impact the Group

The Group's key stakeholders, in particular the UK Government, regulators, investors and wider society, are increasingly interested in the emerging risks associated with the impacts of climate change. These risks include: physical risks (resulting from adverse climate-related events (for example, floods, droughts and storms) which have potential to impact business operations as well as key stakeholders); transition risks (resulting from the transition to a low carbon economy which sees the imposition of new climaterelated regulations, policies and taxes); and reputational risks (resulting a company's failure to respond to legislative requirements and the needs of stakeholders which could lead to regulatory or financial censure and/or reduced customer loyalty and shareholder divestment).

The adverse weather events that result from physical risks associated with climate change, while currently uncertain and difficult to predict, are likely to be more acute and frequent in the future, and will therefore have the potential to impact areas of the UK economy by, for example, reducing productivity and increasing the cost of living for consumers. These could cause damage to the Group's premises and impact the resilience of the business, which could lead to increased operational costs. They could also impact stakeholders such as customers, colleagues and suppliers.

The transition risks associated with the move to a low-carbon economy will occur as a result of the introduction of new climate-related regulations, policies and taxes, strict product standards, high carbon pricing and strategic investment in low-carbon technologies. These could add to the Group's operational and compliance costs. They could also discourage the Group's customers from accessing its products and services through their impact on levels of disposable income. Finally, failure by the Group to respond to changing consumer preferences for low carbon products and services could reduce demand for the Group's existing products and services.

In 2020, the Group committed to a be a net-zero carbon emitter by 2040 (which relates to the scope 1, 2 and 3 emissions that arise from the Group's operations) and achieve the goal of the 2015 Paris Agreement to hold the increase in the global average temperature to well below 2°C above pre-industrial levels, and ideally to 1.5°C. In order to realise this ambition, the Group will need to support its customers, colleagues and other stakeholders to transition to a low carbon economy. This will require governments and regulators to introduce new regulations, policies and investment to support the creation of a low carbon infrastructure. It will also require other participants in the economy to support the development of new low carbon technologies and markets. If these changes do not occur in a timely manner, the Group's ability to achieve its targets will be impacted.

Any or all of the above may have an adverse effect on the business of the Group and may impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

Disruptions and volatility in the global financial markets may adversely impact the Group's access to funding

The Group is affected by global economic and market conditions. Challenging market conditions, particularly impacts from the increase in the interest rate yield curves since the end of 2021, have resulted not just in greater volatility in financial markets but also reduced liquidity, wider credit spreads and a lack of price transparency in credit markets, which creates a challenging operating environment for financial institutions, including the Group. Global markets and economic conditions have been negatively impacted for several years by various factors, including such volatility in the financial markets.

Several economies have seen, or are continuing to see, periods of limited growth and economic conditions in the UK are subject to further risks of slowdown and volatility which are difficult to estimate (including as a result of the above factors and continuing uncertainty following Brexit). Numerous macro-economic factors (including the war in Ukraine) have had a significant impact on the cost of living in the UK, particularly increased commodities and energy prices, inflation and economic volatility (as further described in the risk factor titled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" above). The precise nature of all the risks and uncertainties that the Group faces as a result of the global economic outlook cannot be identified and many of these risks are outside of the Group's control. No assurance can be given as to future economic conditions in any market or as to the sustainability of the improvement in any market.

Any unforeseen turbulence in credit or other markets could have a material adverse effect on the Group's access to the capital markets and may increase the Group's funding costs. Any rise in interest rates in the UK due to a change in the economic environment or other factors beyond the Group's control may also increase the Group's financing costs. The exact nature of these risks faced by the Group are difficult to predict and guard against. Taken in isolation or together, the above changes in the macro-economic conditions may have a material adverse effect on the Group's operating results, liquidity, financial condition and prospects and may impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

Risks relating to the Business of the Group

As a lending business, the Group is exposed to credit risk, which is the risk that the Group will suffer unexpected losses in the event of customer defaults. Customer defaults in the non-standard credit market are typically higher than in more mainstream markets.

Vanquis Bank

Vanquis Bank customers are typically in full-time employment on low to moderate incomes with a limited credit history or lower than average credit scores. Rising unemployment, an increase in interest rates, inflationary pressures on household bills or a deterioration in the UK economy could adversely affect customers' ability to repay amounts due and lead to higher-than-expected default rates and hence impairment charges. Despite the credit risk management measures taken by Vanquis Bank (see "Business Description – Vanquis Bank – Risk management"), other factors including impairments stemming from customers in persistent debt (see additional risk related to "The Group is subject to significant and many forms of legal and regulatory risks in conducting its business in the UK") could give rise to increased customer defaults which may have a material adverse impact on Vanquis Bank's operating results, financial condition and prospects. Given the Issuer owns 100 per cent. of the share capital of Vanquis Bank, customer defaults in Vanquis Bank could impact the ability of the Issuer to receive dividends from Vanquis Bank, or negatively impact any other exposures the Issuer may have to Vanquis Bank from time to time, which in turn may impact the ability of the Issuer to make payments in respect of the Notes.

Moneybarn

Moneybarn customers are typically either in full-time employment or self-employed, with incomes around the national average (the national average as of the date of this Offering Circular being around £20,000-£30,000 per annum). They typically rent and have a limited credit history or lower than average credit scores. For a Moneybarn customer, the monthly repayment is one of their largest monthly expenses and therefore rising unemployment, inflationary pressures on household bills or a deterioration in the UK economy could adversely affect their ability to repay, leading to higher-than-expected default rates and hence impairment charges.

Despite the credit risk management measures taken by Moneybarn (see "Business Description – Moneybarn – Risk management"), customer defaults and the amounts recovered from the sale of any recovered vehicles may have a material adverse impact on Moneybarn's operating results, financial condition and prospects and may impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

Bank counterparties

Counterparty credit risk arises as a result of cash deposits placed with clearing banks and central government (including funds held at the Bank of England) and the use of derivative financial instruments with banks and other financial institutions which are used to hedge interest rate risk and foreign exchange rate risk. In relation to such transactions there is a risk that such counterparties could fail and default in relation to their obligations under these transactions to the detriment of the Group.

Counterparty credit risk is managed by the Group's Treasury function and is governed by a counterparty credit-risk policy approved by the Assets and Liabilities Committee of the Issuer which ensures that the Group's cash deposits and derivative financial instruments are only made with high quality counterparties with the level of permitted exposure to a counterparty firmly linked to the strength of its credit rating. In addition, there is a maximum exposure limit for all institutions, regardless of their respective credit ratings. This is linked to the Group's regulatory capital base and is in line with the Group's regulatory reporting requirements on large exposures to the Prudential Regulation Authority (the "PRA").

Despite the Group's credit risk management procedures, there can be no assurance that the Group's financial performance and liquidity would not be adversely affected should any bank counterparty fail in the future and this may impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

The Group could be subject to reputational harm that could damage its brands or have a broader negative impact on the consumer credit market

The Group's brands and legal entities including, Vanquis Bank and Moneybarn, could be susceptible to significant reputational damage, which could arise by failing to address, or appearing to fail to address, a variety of issues, such as but not limited to:

• poor customer service or conduct outcomes;
• technology failures;
• breaches of data security;
• breaches of, or allegations of having breached, legal and regulatory requirements;
• committing, or allegations of having committed, or being associated with those who have or are accused of committing, unethical practices, including with regard to sales, trading practices or conflicts of interest;
• the failure of intermediaries, brokers and other third parties on whom the Group relies, such as clearing banks, third-party service providers or partners, to provide necessary services; and
• poor business performance.

The inability to manage reputational risks relating to the Group's brands or legal entities for any reason could have a material adverse effect on the Group's business, financial condition, results of operations or prospects, which would impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

The markets in which the Group operate are highly competitive and subject to rapid change

The markets for the Group's products and services are highly specialised, competitive and in a state of ongoing change in response to consumer demand, technological innovations, changing legislation, regulation and other factors. Some of the Group's principal competitors have substantial financial resources, established brands, technological expertise and market experience that may better position them to anticipate and respond to competitive changes. Competitor activity could lead to pressure on certain Group products and services, potentially reducing profit margins and cash flows.

Competition has increased in non-standard credit cards with several new entrants and an increased range of product propositions from established providers.

Similarly, in respect of Moneybarn, competition has increased with some competitors offering increased commissions to introducers, and some introducers expanding into lending. Although the used car finance market has shown strong growth over recent years following dramatic falls in supply after the 2008 financial crisis, there is a risk of new specialist entrants and re-entry by mainstream car finance companies. Moneybarn is reliant on a network of specialist intermediaries including motor dealers, traditional motor finance brokers and internet introducers to distribute its products. Moneybarn has limited direct oversight of intermediaries' interactions with prospective customers, outside of its regulatory responsibilities, and if intermediaries violate applicable regulations or standards when selling Moneybarn's products, the Group's reputation could be harmed. In addition, Moneybarn may fail to develop products that are attractive to intermediaries or otherwise not succeed in developing relationships with intermediaries. Furthermore, Moneybarn could lose the services of intermediaries with whom it does business, for example as a result of market conditions causing their closure or intermediaries switching to its competitors due to higher commissions or other incentives. The loss or deterioration of Moneybarn's relationships with its intermediaries could have a material adverse effect on the Group's business, financial condition, results of operations or prospects.

The Group cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of its business activities. The competitive environment in which the Group operates will require the Group to continually invest, enhance and adapt its products and services including new technology to better serve the needs of its existing customers and to attract new customers. If the Group is unable to successfully adapt and/or develop its products in a timely fashion or to successfully respond to competitor offerings, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Group.

The Group may not be able to successfully implement a new product strategy or model and may be adversely affected by the failure to manage change

The Group may seek to introduce new product groups, pricing and credit assessment analysis methods and uses of data in order to: (i) retain existing customers whose needs have evolved; (ii) attract new customers for whom the existing product offering or methods of acquisition are unattractive or ineffective; and/or (iii) develop more competitive pricing and sophisticated underwriting processes. The new businesses and products may not be able to attain the forecast returns and the Group may make errors of judgement in the conception, planning and/or implementation of these strategies and methods which may materially and adversely affect its results of operations and financial condition.

In order to successfully implement its strategy, the Group has established certain procedures in order to manage changes that may be required to the Group's existing business and operations. These include new product governance, system pilots, change risk management frameworks, monitoring programmes, prioritisation methodologies, audits, contingency and business continuity plans and regular progress reporting. Despite these controls, however, a new project, system, product or model may fail to deliver the business benefits required to implement the Group's business model and/or growth strategy. This could include (but is not limited to) insufficient market research, non-compliance with policies, technology failure, unexpected changes in external conditions including the regulatory environment and/or resource constraints. Failure to deliver on the Group's change programme could have a material adverse effect on its business, results of operations and financial condition.

The Group's business is subject to concentration risk

There is a concentration risk arising from the lack of diversification in the Group's business either geographically, demographically or by product.

As a result of its clear non-standard specialist lending strategy, the Group's operations are concentrated solely in the UK and in the non-standard consumer credit market. In addition, with the closure of its Consumer Credit Division ("CCD"), the Group's product offering is less diverse and primarily consists of Vanquis Bank credit cards and unsecured personal loans, and secured car loans through Moneybarn. However, the Group's customer base is well diversified throughout the UK and is not concentrated in a particular region.

There can be no assurance that the Group's financial performance will not be adversely affected should unforeseen events, relating to concentration risk from operating solely in the UK and within one customer segment (being the non-standard consumer credit market), arise in the future which would impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

There are risks related to the Group's reliance on third party suppliers

The Group depends on a number of third-party service providers for a variety of functions whose failure to perform could have a material effect on the Group's business, financial condition, results of operations and prospects.

The Group relies on the continued availability and reliability of these service providers. If the Group's contractual arrangements with any of these providers are terminated for any reason, or a third-party service provider becomes otherwise unavailable or unreliable in providing the service to the required standard, the Group may need to identify and implement alternative arrangements. Although the Group would likely be able to find an alternative third-party provider or supplier for the services on equivalent terms, it may not be able to do so on a timely basis and in doing so may incur additional costs which could cause operational disruption and/or have a material financial or reputational impact on the Group.

In addition, the Group relies on certain suppliers to provide important technology and operational services including new customer acquisition and collections, and this includes outsourcing to countries outside the UK. For example, the Group has outsourced a significant proportion of its collections, customer servicing and onboarding work to two suppliers operating in South Africa. More complicated work has remained in-house, such as calls for vulnerable customers, but all the standard collections, servicing and onboarding work is carried out by these two providers in South Africa. The ability of these suppliers to carry out the work may be impacted by regional events in South Africa, such as the recent strikes by taxi providers in Cape Town. Any issues with suppliers or the country they operate in could have a significant impact on the quality of the service provided by them leading to reputational damage, regulatory breaches and/or poor outcomes for the Group's customers.

Furthermore, the Group sources some of its new customers from third party introducer and aggregator channels including brokers and distribution partners. Several of these third parties provide a significant amount of new customers to the divisions on a monthly/annual basis. The loss of one or more such third party channels, including in each case as a result of increased regulation, any adverse changes in relations with third parties, or the financial credit-worthiness of such third parties, could severely impact the financial revenue of the Group, resulting in loss of operations, cash flows and projected financial prospects of the Group, which may not be easily substituted in the short-medium term through an alternative channel.

The Group's reliance on third-party providers exposes it to the risk of deterioration of the commercial, financial and/or operational soundness of those organisations. The Group is also exposed to the risk that its relationships with one or more third-party service providers may deteriorate for a variety of reasons, including competitive factors. Reputational damage to the Group's brands caused by the failure of a thirdparty supplier may also adversely impact the Group's ability to attract and retain customers or employees in the short and long-term and the ability to pursue new business opportunities.

Risks relating to entry to new markets and acquisitions

The Group may not be successful upon entry into a new market or upon an acquisition despite completing market research and/or due diligence beforehand.

The Group may not be able to (i) successfully support its growth strategy in a newly entered market; (ii) realise the expected accretive value of any acquired business or portfolio; (iii) take advantage of market opportunities; and/or (iv) dispose of or close existing businesses where these are not financially viable, for a number of reasons including:

• the inability to recruit and retain well-qualified staff for those businesses;
• the failure to meet customer demand if its operations or the market do not perform as expected;
• the inability to find a suitable buyer or wind-down existing businesses due to operational complexity, regulatory concerns and/or impact on customers;
• the failure to respond effectively to local economic conditions or regulatory pressures; and/or

• the inability to successfully integrate the acquisition or new business into the Group.

If the Group subsequently disposes of or closes the acquired business or other business entity, or withdraws from a market, the Group will incur the additional costs of disposal including any write down in value. There is also the opportunity cost of potentially losing out where a more appropriate geographical market or business acquisition would have been beneficial. The losses will be of greater magnitude if the Group makes such an error in relation to a number of strategic markets or acquisitions and this could materially and adversely affect the Group's business, results of operations and financial condition.

Capital and Liquidity Risks relating to the Group

The risk that the Group has insufficient liquidity to meet its obligations as they fall due, and/or is unable to maintain sufficient funding for its future needs

Liquidity risk is the risk that the Group will have insufficient liquid resources available to fulfil its operational plans and/or to meet its financial obligations as they fall due.

Liquidity risk is managed by the Group's centralised treasury department through daily monitoring of expected cash flows in accordance with a Board-approved Internal Liquidity Adequacy Assessment Process ("ILAAP") and Group Funding and Liquidity Policy. This process is monitored regularly by the Group (and Vanquis Bank) Assets and Liabilities Committee ("ALCo").

The Group's Risk Appetite and Funding and Liquidity Policy is designed to ensure that the Group is able to continue to fund the growth of the business. The Group maintains liquidity to fund growth and meet contractual maturities in its retail deposit, securitisation and bond funding. As at 31 December 2022, the weighted average period to maturity of the Group's committed borrowing facilities, including retail deposits, was 2.0 years (2021: 2.5 years) and the Issuer's committed borrowing facilities was 5.2 years (2021: 4.0 years). The available headroom in the Moneybarn securitisation facility was cancelled with effect from 21 July 2023 when the revolving period of the facility was extended to January 2025.

Vanquis Bank is a PRA-regulated institution. It is primarily funded via retail deposits and has accessed funding from the Bank of England's Term Funding Scheme with additional incentives for small and medium sized entities ("TFSME"). The retail deposits are mainly fixed term of 1 to 5 years, with 90-day and 120-day notice accounts recently introduced, and are subject to cover by the Financial Services Compensation Scheme ("FSCS"). Vanquis Bank does not take corporate deposits, other than from its ultimate parent company, the Issuer. It is required to maintain a liquid assets buffer, and other liquid resources, based upon daily stress tests detailed in the Group and Bank ILAAP, in order to ensure that it has sufficient liquid resources to fulfil its operational plans and meet its financial obligations as they fall due. It also maintains an operational buffer over such requirements in line with its risk appetite. As at 31 December 2022, the liquid assets buffer, including the operational buffer, held by Vanquis Bank in cash and cash equivalents amounted to £421 million (2021: £415 million (not including non-Bank cash deposits)), which is held entirely in a Bank of England Reserve Account.

Both the Group and Vanquis Bank are required to meet the liquidity coverage ratio ("LCR"). The LCR requires institutions to match net liquidity outflows during a 30-day period with a buffer of 'high-quality' liquid assets. The Group and Vanquis Bank have developed systems and controls to monitor and forecast the LCR and have been submitting regulatory reports on the ratio since 1 January 2014. As at 31 December 2022, the Group's LCR amounted to 1,139 per cent. (2021: 2,073 per cent.) and Vanquis Bank's LCR was 348 per cent. (2021: 587 per cent.). As at 30 June 2023, the Group's LCR amounted to 429 per cent. (30 June 2022: 435 per cent.) and Vanquis Bank's LCR was 288 per cent. (30 June 2022: 169 per cent.). Both the Group and Vanquis Bank continue to meet the LCR requirements.

On 1 November 2022, the Group received notice from the PRA that it had approved the Group's application for a Core UK Group ("CUG") large exposure waiver which enables Moneybarn to access funding from Vanquis Bank with immediate effect. This enables the Group's transition to a traditional bank funding model in which the Group's funding will consist of: (i) retail deposits; (ii) securitisation of the credit cards and vehicle finance books; and (iii) liquidity and funding facilities at the Bank of England. The Group retains access to wholesale market funding and debt capital markets via this Programme. Vanquis Bank expects to further diversify its retail deposit funding mix through more costeffective behaviour driven deposits (i.e. accounts which are easy access and notice and are lower cost) and individual savings accounts (ISAs) although these may increase liquidity risk as customers would have immediate access to their deposits.

Despite the above measures, there can be no assurance that the Group's financial performance will not be adversely affected should events relating to liquidity risks arise in the future including those described in the risk factors entitled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" and "Disruptions and volatility in the global financial markets may adversely impact the Group's access to funding", which could impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

The Group is subject to prudential regulatory capital and liquidity requirements and may incur costs in monitoring and complying with these requirements

The Group is subject to prudential regulatory capital and liquidity requirements on a consolidated basis imposed by the PRA as a result of Vanquis Bank being regulated by the PRA and accepting UK retail deposits. Vanquis Bank is also subject to prudential regulatory capital and liquidity requirements imposed by the PRA on a solo entity basis. The requirements applicable are primarily set out in UK CRD. Together these requirements set out the capital, leverage, liquidity and funding ratios that are applicable to the Group and Vanquis Bank. Further information on the capital and funding of the Group is set out in the section titled "Capital and Liquidity".

The Group's ability to do business could be constrained if it fails to maintain sufficient levels of capital. Furthermore, if the Group fails to meet its minimum regulatory capital requirements, this could result in administrative actions or sanctions against it. Effective management of the Group's capital is critical to its ability to operate and grow its business and to pursue its strategy. Any change that limits the Group's ability to manage its balance sheet and capital resources effectively (including, for example, reductions in profits and retained earnings as a result of credit losses, write downs or otherwise, increases in risk weighted assets, delays in the disposal of certain assets or the inability to raise finance through wholesale markets as a result of market conditions or otherwise) could have a material adverse effect on its business, financial condition, results of operations and/or prospects.

The Basel Committee on Banking Supervision has approved a series of significant changes to the Basel framework for prudential regulation which include revisions to rules on credit risk and operational risk, the quantification of credit valuation adjustment risk and the internal ratings-based approach (the "Basel III/IV reforms"). In the UK, the PRA's consultation (CP 16/22) to implement these reforms closed on 31 March 2023. It can be expected that amendments to capital requirements will continue to develop before final rules are approved. See "The value of the Notes could be adversely affected by a change in English law or administrative practice", "The Group is subject to significant and many forms of legal and regulatory risks in conducting its business in the UK" and "Potential effects of any additional regulatory changes" below.

There remains a risk that the incoming changes to the Capital Regulations (as defined in the Conditions), in addition to PRA rules, standards or guidance, may lead to further unexpected enhanced prudential requirements for the Group. This could affect the profitability of the Group and/or lead to regulatory action if new requirements are not adhered to, which could impact the Issuer's and/or the Guarantor's ability to make payments of interest and/or principal on the Notes.

Moneybarn may be required to contribute its Tier 1 capital to Vanquis Bank

On 1 November 2022, Vanquis Bank was granted a CUG waiver application by the PRA. This waiver allows Vanquis Bank to disapply the large exposures limit imposed by Article 395 of the CRR (as defined below) when lending to Moneybarn. The PRA requested that, in support of the CUG waiver application, Vanquis Bank and Moneybarn enter into a capital support agreement ("CSA") in order to comply with the provisions of section 2.8 of the PRA's Supervisory Statement SS16/13, which states that, in the case of a counterparty which is not a PRA-authorised firm, the application should include a legally binding agreement between the firm and the counterparty to promptly, on demand by the firm, increase the firm's Tier 1 capital by an amount required to ensure that the firm complies with the provisions contained in CRR Part Two (Own funds) and any other requirements relating to Tier 1 capital or concentration risk imposed on a firm by or under the regulatory system. In accordance with PRA guidance, the CSA requires Moneybarn to contribute only the Tier 1 capital available to Moneybarn, although it does not require Moneybarn to render itself balance sheet insolvent as a result. Any such contribution may have an impact on the Issuer's ability and/or Moneybarn's ability as a Guarantor to make payments of interest and/or principal in respect of the Notes or Guarantee of the Notes, as applicable.

Conduct, Legal and Regulatory Risks

The Group's business practices could result in systemic conduct failings requiring significant redress programmes for customers

The non-standard credit market in which the Group operates exposes the Group to conduct risk. The FCA, as part of its statutory objectives, is clear that consumer protection is critical in ensuring markets work well and any failures by the Group in support of this objective could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and prospects.

Through the many touch points with the Group's customers, the Group is exposed to conduct risk. This could manifest through:

• poor product design which fails to meet the needs of customers through unsuitable product features including levels of interest, inappropriate fees and/or charges or basic ease of use;
• lending irresponsibly by failing to undertake appropriate credit or affordability checks for existing or new customers, or through patterns of lending which make repayments unsustainable over time;
• failing to identify or treat customers fairly, particularly those who are vulnerable, have special needs or are in financial difficulty. This includes not offering adequate forbearance or 'breathing space' to customers where they are struggling to meet agreed payments or where they are in persistent debt. In the context of the cost-of-living crisis, this risk is heightened and also includes offering suitable payment holidays to customers who are experiencing financial difficulty directly as a result of the cost-of-living crisis;
• not dealing with complaints fairly through inadequate recognition of a complaint, fact finding, decision as to whether the complaint is upheld, redress and communication of complaint outcomes to customers, as well as failing to address the root causes of complaints; and/or
• failures by third parties, with whom the Group engages, to comply with law and regulation which may result in the Group being liable for, for example, inadequate disclosure by brokers to customers of commission paid to them.

Any 'event' or failure of the type described above could trigger a major systems and controls and/or conduct breach, most likely arising through irresponsible lending or unsuitable product design feature. This could result in an FCA enforcement action, Financial Ombudsman Service ("FOS") 'precedent case', increased claims from Claims Management Companies ("CMCs") and/or mandated or voluntary redress programme and potential court action. Were this risk to crystallise, it could be substantial and have a material adverse effect on the Group's business, financial condition, reputation, results of operations, cash flows and prospects.

The Group is subject to significant and many forms of legal and regulatory risks in conducting its business in the UK

The Group is exposed to many forms of legal and regulatory risk in the UK, which may arise in a number of ways.

Following Brexit, the UK government has announced that it intends to repeal and, where appropriate, replace retained EU law relating to financial services. A number of legislative reforms affecting, amongst others, laws and regulations that apply to the Group and/or Vanquis Bank are being introduced under the Financial Services and Markets Act 2023 ("FSMA 2023") which received Royal Assent on 29 June 2023 and the "Edinburgh Reforms" of UK financial services unveiled on 9 December 2022. The timing and the details for the implementation of most of these reforms are expected to become clearer in the course of 2023-2024.

In addition, the high level of scrutiny of the treatment of customers by financial institutions from regulatory bodies, the press, politicians and consumer groups is likely to continue, especially given the non-standard credit market in which the Group operates.

The FCA and, to a lesser extent, His Majesty's Treasury ("HMT") have been very active in the consumer finance industry in the UK, undertaking a number of investigations and publishing numerous reports into the lending market, especially that section of the market targeted at customers who have difficulties in accessing traditional sources of funding, which is the market in which the Group operates. These include but are not limited to:

• In February 2021, the FCA published FG21/1 "Guidance for firms on the fair treatment of vulnerable customers" setting out its guidance to firms on what they should do to ensure the fair treatment of vulnerable customers and how it should be properly embedded by firms in their culture, policies and processes.

The Group has undertaken work to address the minor enhancements required to its existing processes to meet the guidance.

• The FCA has published its final rules and guidance on a new consumer duty on regulated firms (the "Consumer Duty"). The FCA has introduced a new Consumer Principle that requires firms to act to deliver good outcomes for retail customers and this has applied since 31 July 2023 for new and existing products and services that are open for sale or renewal and will apply from 31 July 2024 for products and services held in closed books. The FCA has also introduced new rules and guidance which it believes will provide greater clarity on its expectations under the new Consumer Principle and will help firms interpret the four outcomes (products and services; price and value; consumer understanding; and consumer support). The new rules require firms to consider the needs, characteristics and objectives of customers – including those with characteristics of vulnerability – and how they behave, at every stage of the customer journey. As well as acting to deliver good customer outcomes, firms will need to understand and evidence whether those outcomes are being met. The Group initiated a programme of work to undertake a full review of the new rules and identify areas that could be improved. The programme implemented changes by 31 July 2023.
• A breathing space and a statutory debt repayment plan was implemented following a 2017 government manifesto commitment. The government refers to the two elements together as 'the scheme'. Both elements of the scheme aim to give people in problem debt the opportunity to take control of their finances and place them on a sustainable footing. The first part of the scheme, 'breathing space', came into effect on 4 May 2021 and has been implemented by the Group. HMT has now consulted on the second part of the scheme, the statutory debt repayment plan ("SDRP"), which is yet to be implemented. The current policy proposals and draft legislation for the SDRP have been suspended in light of significant challenges and concerns raised by industry stakeholders in response to the consultation. Any further decision on the future of the legislation will be made following the outcome of the government's review of the personal insolvency framework, led by the Insolvency Service. Whilst breathing space acts to give debtors respite from debt, the SDRP would allow customers to combine their debts into a single plan and repay them over a manageable time period and with similar legal protections from credit action as in breathing space.
• The Woolard Review on unsecured consumer lending commenced in late 2020 and was published on 2 February 2021. The review itself was extensive with 26 recommendations covering change to the finance industry and the way it is regulated and supervised. Many of the recommendations have been taken forward by the FCA in subsequent business plans.
• Further to the Woolard Review and as part of the UK government's intention to reform retained EU law, HMT intends to reform the Consumer Credit Act 1974 ("CCA"). HMT published a consultation paper in December 2022 to understand whether the expansion of FCA rule-making powers is possible or desirable to enable the transfer of provisions out of the CCA. The consultation closed on 17 March 2023 and the consultation response was published in July 2023. The consultation response confirms that the UK government plans to move forward with an ambitious overhaul of the CCA that would include proposals to repeal much of the CCA and recast it in the FCA Handbook. HMT expects the reforms will take years to implement due to

their scale and complexity. As a next step, the UK government will be undertaking policy development to produce more detailed proposals, with a view to publishing a second stage consultation in 2024 to seek comments from stakeholders. The Group is considering the proposed reforms and will monitor these closely as they evolve to assess what changes the Group may need to make to comply with the reforms if and when they take effect.

• As part of the FCA's 'borrowers in financial difficulty' ("BiFD") project from March 2021, the FCA published a report, in November 2022, setting out the key findings of its review of firms' treatment of borrowers in financial difficulty following the COVID-19 pandemic. The FCA requires firms to consider the contents of the BiFD report and take immediate action where necessary to ensure they are well-placed to support customers both now and as the cost of living situation becomes more challenging. The Group has undertaken work to make any required enhancements to its policies, processes and procedures to ensure compliance with the requirements under the BiFD report.
• The FCA amended its rules to the appointed representative regime and implemented changes that came into force in December 2022 to reduce potential harm to consumers and markets. The FCA has identified that this harm often occurs because principals do not perform enough due diligence before appointing an appointed representative, or from inadequate oversight and control once an appointed representative has been appointed. In response, the FCA has amended its rules applicable to principals and clarified the responsibilities and expectations that principals should comply with. The Group has undertaken an assessment of the amended rules and has made the necessary changes to its policies, processes and procedures, as required.
• The FCA has also issued portfolio letters in February 2023 and March 2023 in relation to emoney issuers and credit brokers, respectively. These letters set out the FCA's expectations, how the Consumer Duty applies to the respective areas and identifies key issues for firms to consider. As certain Group entities engage in such activities, the Group is in the process of reviewing the relevant requirements and implementing them within the existing policies and procedures.
• In April 2022 the FCA published a 3-year strategy alongside their usual Annual Business Plan. The strategy makes 13 commitments, categorised in three "Areas of Focus" and promises to make the FCA more results and outcomes focused rather than process driven.

It is clear from the strategy that the FCA is committed to changing the way they operate and will seek to hold themselves to a higher standard. In developing the strategy, the FCA considered the rising cost of living, how digitalisation is transforming markets and the importance of financial services globally. As the FCA decides what action to take they use prioritisation principles –the scale of potential or actual harm, the ability to mitigate it and the urgency.

The FCA has amended the main outcomes they seek from firms, and as may be expected, these link in with the Consumer Duty. The 4 outcomes are: (i) consumers receive fair price and value; (ii) consumers are sold suitable products and services and receive good treatment; (iii) consumers have strong confidence and levels of participation in the market; and (iv) diverse consumers' needs are met through high resilience and low exclusion.

The FCA also continues to drive the agenda for both diversity and inclusion and environment, social and governance. The plan continues to recognise the impact of the pandemic to customers, with vulnerability and financial difficulties remaining a key area of review.

The FCA is adapting its approach to regulating firms, taking a more data driven and proactive approach to enable it to act more quickly and decisively where it believes customer harm may/has occurred.

Despite the steps taken, the Group will remain at risk of: (i) further, or changes to existing, interest rate, total cost of credit or annual percentage rate of charge or other types of cost caps or lending restrictions; (ii) changes to 'unfair terms' laws; (iii) withdrawal of a key licence or removal of an entry from a relevant register; (iv) more restrictive product regulation; (v) more stringent consumer credit legislation; (vi) responsible lending legislation; (vii) employment and health and safety legislation; (viii) implementation of new or more stringent licensing or registration procedures (for example, the introduction or tightening of licensing requirements for non-banking financial institutions); (ix) broader grounds for challenges to the Group's commercial practices or product terms and conditions by customers or interest groups; and/or (x) any other legal or regulatory changes designed to manage the growth of credit in the areas in which the Group operates.

Certain aspects of the Group's business may be determined by the PRA, the FCA, the Competition and Markets Authority, HMT, the FOS, the Information Commissioner's Office or the courts as not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS' opinion.

Compliance with the extensive and increasing regulatory framework is expensive, time-consuming and labour-intensive. Failure to comply with any applicable laws, regulations, rules or contractual compliance obligations could result in investigations, information gathering, appointment of a skilled person, public censures, financial penalties, disciplinary measures, liability and/or enforcement actions being brought against the Group, the provision of restitution to affected customers (through back book remediation), and/or licences or permissions that the Group needs to do business not being granted or being revoked or suspended. Furthermore, the Group is, and may in the future be, subject to claims and complaints, including legal action by customers, employees, shareholders, suppliers and others. All of these could result in significant costs, may require provisions to be recorded in the Group's financial statements and may materially adversely affect future revenues from affected products. In addition, there could be damage to the Group's reputation and adverse publicity for the Group, which could affect its relations with customers, as well as divert management's attentions from the day-to-day management of the Group's business. Any of these developments could impair the Group's ability to conduct its business and could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and prospects.

The Group may be subjected to regulatory proceedings and any regulatory failings could manifest in more intrusive and intensive regulation and restrict the Group's ability to develop and conduct key aspects of its business

The Group may be subjected to legal and regulatory proceedings in the course of its business. Risks relating to these proceedings may arise where the Group's business may not be, or may not have been, conducted in accordance with applicable laws or regulations.

There can be no assurance that the Group will prevail in any future regulatory proceedings. Any regulatory or other proceedings, whether or not determined in the Group's favour or settled by the Group, could be costly and may divert the efforts and attention of the Group's management and other personnel from normal business operations. In addition, any proceedings could adversely affect the Group's reputation and the market's perception of the Group and the products and services that it offers, as well as customer demand for those products and services, which could have a material adverse effect on the Group's business, financial condition, results of operations or prospects.

There are no ongoing regulatory proceedings against the Group. See Note 33 of the 2022 Group Financial Statements and Note 14 of the 2023 Group Interim Financial Statements for more information.

The Group has in the past been subject to regulatory proceedings. If new regulatory issues were to emerge, this could result in more onerous supervision which could have a material adverse effect on the Group's business, results of operations and financial condition.

Risks are posed by legal challenges to contractual terms and collective redress

Losses may arise or liabilities may be incurred from defective transactions or contracts, either where contractual obligations are not enforceable, are judged unlawful or do not allocate rights and obligations as intended. These may arise in a number of ways.

The Group may incur losses if it cannot recover all or part of the debt from its customers because its contracts with those customers are held to be partly or wholly unenforceable. For example, the English courts may find a customer contract to be in breach of laws and regulation relating to CCA requirements or unfair terms in contracts, and therefore unlawful, thereby also increasing the risk that the number of claims by customers seeking to avoid their loan repayment will increase. Failure by the Group to sustain effective debt recovery methods or a loss in confidence of the Group to recover debt under its contracts with customers, by recourse to the courts or otherwise, could severely impede the Group's business. In addition, collective redress mechanisms as a means of addressing mass consumer claims in the UK may pose a risk to the relevant subsidiary being party to a collective dispute in the event that the Group commences litigation, or if litigation is commenced against it, which could have a material adverse effect on the Group's business, results of operations and financial condition.

The Group is subject to the risk of non-compliance with laws relating to the prevention of money laundering and the financing of terrorism and the Criminal Finances Act

The Group is subject to laws regarding the prevention of money laundering and the financing of terrorism, as well as laws that prohibit the Group and its employees or intermediaries from engaging in acts which may constitute bribery or corruption. This includes the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, Proceeds of Crime Act 2002 and the UK Bribery Act 2010. The Group is also subject to the Criminal Finances Act 2017 which includes a corporate criminal offence for failing to take adequate steps to prevent employees or other associates from facilitating tax evasion.

On 30 June 2023, HMT launched a consultation setting out four potential models for reform of the UK's anti-money laundering and counter-terrorism financing supervisory system. The proposals are in line with the UK government's commitment to the Economic Crime Plan 2023-2026. HMT aims to decide which model to adopt in early 2024.

In 2019, Vanquis Bank identified a number of shortcomings in relation to its financial crime control environment. The remediation programme was successfully delivered in April 2021, with a lookback exercise concluding in March 2022. Focus since this point has been on embedding, maturing and enhancing the new financial crime controls and bringing them up to industry standard.

Any material non-compliance with financial crime regulations by the Group or its subsidiaries may lead to FCA enforcement or other financial penalties as well as expose it to the risk of associating with sanctioned individuals or those with serious criminal convictions. This in turn could have a material adverse effect on the Group's business, results of operations and financial condition.

The Payment Services Regulations 2017 (SI 2017/752) ("PSR") may have an adverse effect on Vanquis Bank's business

The PSR implemented the second EU Payment Services Directive ("PSD2"). The PSR revoked and replaced the Payment Services Regulations 2009 (SI 2009/09), as of 13 January 2018, which had implemented the first Payment Services Directive; this legislation established an EU single market for payments to encourage the creation of safer, more innovative payment services, also aimed to make crossborder payments in the EU easy, efficient and secure.

PSD2 builds on previous legislation and requires Vanquis Bank to invest in new business practices and security infrastructure to implement the new legislative requirements. The three main areas of change have been: (i) increasing customer rights in areas including complaints handling and currency conversion; (ii) enhancing security through Strong Customer Authentication ("SCA") criteria; and (iii) enabling thirdparty access to account information providing an opportunity for competitors to create new payment and account services. Any loss of customers as a result of such greater competition or inability to comply with SCA could have a material adverse effect on the Group's business, financial condition, results of operations, cash flows and prospects.

On 13 January 2023, HMT published a consultation to review and call for evidence on the PSR. The consultation focuses on how UK payments regulation should evolve to meet the government's aims and address the specific challenges highlighted in its review. Following the call for evidence, HMT published a policy statement in July 2023 in relation to payment account contract terminations. HMT intends to amend the PSR to require payment account providers to provide a clear and tailored explanation to a customer where their payment account contract has been terminated and provide adequate notice when choosing to terminate a contract. HMT states that it may take further action, in the light of concerns about banking services not being provided as a consequence of a customer's lawful views or expression of beliefs and on the application of the regulations relating to politically exposed persons. HMT intends to respond formally to the January 2023 call for evidence later in 2023. The changes already implemented by the Group may not be sufficient to deal with future changes to PSR which may require further investment and changes to business practices.

The PSR is part of the legislation that will be revoked by the FSMA 2023. The UK government has not yet published a formal deadline by which it intends to complete this process. In July 2023, HMT published a plan for delivery which clarifies in respect of the PSR that the government is working on repealing retained EU payments law. It plans to have delivered the first round of targeted reforms by the end of 2023.

Potential effects of any additional regulatory changes

No assurance can be given that additional regulatory changes by or guidance from the PRA, the FCA, the CMA, the FOS or any other regulatory authority will not arise with regard to the financial services regulatory regime in the United Kingdom generally, the Group's and/or Vanquis Bank's particular sector in that market or specifically in relation to the Group and/or Vanquis Bank. Any such action or developments or compliance costs may have a material adverse effect on the Notes, the Group, and Vanquis Bank and their respective businesses and operations. This may adversely affect the ability of the Issuer and/or the Guarantors to make payments in full on the Notes when due.

Risks relating to Technology and Information and Data Security

The Group's operations are highly dependent upon access to, and the functioning and security of, IT applications, systems and infrastructure

The Group's business is dependent on processing a high volume of transactions across numerous and diverse products and services accurately and efficiently. The Group also depends on technology to maintain its reputation for quickly and seamlessly processing customer requests, including account openings, payments and transfers. As a result, any weakness impacting the availability, confidentiality or integrity of the Group's IT systems, banking platforms, data, or operational processes could have an adverse effect on its ability to operate its business and meet customer needs.

Regulators are also increasingly focused on promoting the protection of customer and client information and the integrity and resilience of information technology systems of regulated firms. The Group's continued regulatory authorisation is increasingly dependent on the adequacy of the Group's IT systems and controls. The Group may identify, and has identified in the past, weaknesses in its IT systems and controls.

The Group's information systems could be adversely affected by events outside its control, including, among others, pandemics, terrorist acts, human error, fraud, natural disasters, telecommunications and network failures and power losses. The Group's computer systems, data stored on third-party servers or applications by means of "cloud computing" and "software as a service" and its networks may be vulnerable to unauthorised access (from within its organisation or by third parties), computer viruses or other malicious code and cyber threats that could have a security impact. Cyber-attacks, in particular, have become far more prevalent in recent years, leading potentially to the theft or manipulation of confidential and proprietary information or loss of access to, or destruction of data on systems. If one or more of such events were to occur in respect of the Group's systems, its data, software or networks, could jeopardise the Group's confidential and other information processed and stored in, and transmitted through, its computer systems and networks or third-party platforms.

Any material disruption to, or failure of the Group's systems, the systems of its third-party service providers or the systems of the banking and other sectors that are integral to its businesses, especially if it also impacts the Group's backup or disaster recovery capability, would disrupt its operations and materially adversely affect its businesses. Any temporary or permanent loss of the Group's ability to use its information systems, or any disruption to and/or loss of data could disrupt its operations, result in increased capital expenditure, insurance and operating costs, cause it to suffer a competitive disadvantage and/or materially adversely affect its financial condition. Furthermore, the Group is expected to continue to be reliant on technology to carry out elements of its operations remotely as a result of hybrid-working practices (see further the risk factor titled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" above). This increases the risk of serious disruption to the business should such technology fail.

Any security or privacy breach of the Group's systems could expose it to liability, increase expenses relating to the resolution of such breaches, harm its reputation and deter customers from purchasing products from the Group. The Group could be required to expend significant additional resources to modify its protective measures or to investigate and remediate vulnerabilities or other exposures.

The Group continually upgrades its IT systems, particularly when it elects to transition newly acquired businesses onto its systems or otherwise integrates newly acquired businesses or portfolios within its existing IT infrastructure. The integration process, as well as migration of data from legacy systems, may result in technical or operational difficulties that may require it to remedy problems that arise, which could require substantial expenditure, time and other resources.

As some of the systems, technologies and applications that the Group uses have been developed internally, its level of development documentation may not be comparable to that of third-party software packages. The Group may also have certain employees that possess important, undocumented knowledge of its systems. If any such employee no longer worked for the Group, its ability to maintain, repair or modify its systems and platforms may be limited.

Any of the foregoing could have a material adverse effect on the Group's business, results of operations and financial condition.

The Group is subject to risks associated with obtaining, sharing and retaining customer data which is heavily regulated by privacy, data protection and related laws in the jurisdictions in which it operates

The Group's ability to conduct its business depends in large part on the use of personal data in the Group's consumer data intelligence systems and sharing of account level data with third party service providers to enhance collections and support the administration of the accounts. The Group handles and processes large amounts of sensitive or confidential information, such as personal information of customers and colleagues, including names and account numbers, locations, contact information and other account specific data. Its ability to obtain, retain, share and otherwise manage such data is governed by data protection and privacy requirements and regulatory rules and guidance.

The Group is subject to UK legislation and in particular the UK General Data Protection Regulation (GDPR), the Privacy and Electronic Communications Regulations 2003 (PECR) and the UK Data Protection Act 2018 (collectively known as the "Data Privacy Laws"). These Data Privacy Laws impose a compliance burden on the Group and require that controls are placed on its ability to use data, including expanding the requirement for informed opt-in consent by customers to the processing of their personal data, granting customers a "right to be forgotten" (which may give the customers the right to have their data deleted in certain cases), imposing restrictions on taking decisions about individuals based solely on automated processing of their data (which may prohibit the Group from taking decisions about customers using the Group's consumer data intelligence systems unless there is manual intervention), imposing disclosure requirements about data sources to customers and imposing the maximum levels of fines for compliance failures of 4 per cent. of annual worldwide turnover, among other requirements. In addition, the Data Privacy Laws increase the ability of data subjects to recover substantial damages for breaches of the legislation, and allows representative bodies (such as consumer organisations) to make claims on behalf of data subjects. The Group also experiences a significant volume of subject access requests, particularly from CMCs. These requirements can increase the Group's data protection costs and restrict its ability to conduct its business, which may have a material adverse effect on its results of operations and financial position.

The Group may not be able to prevent the improper disclosure or processing of sensitive information in breach of contract and applicable law. The databases containing consumer data are vulnerable to damage from a variety of sources, including telecommunications and network failures and natural disasters. The databases are also vulnerable to human acts both by individuals outside of the Group as well as the Group's employees, including fraud, identity theft and other misuse of personal data. Any security or privacy breaches of the Group's data could expose it to liability, increase its expenses relating to resolution of these breaches, harm its reputation and deter customers, introducers and other suppliers from conducting business with the Group. Any material failure to process consumer data in compliance with applicable laws could result in the revocation of its licences, monetary fines, criminal charges and breach of contractual arrangements.

Following a Court of Justice of the European Union decision (known as the "Schrems II decision") there is a requirement to undertake more detailed reviews relating to the surveillance laws operating in the country of destination that the Group's data may be transferred to or processed in. There is a risk that the Group does not have the necessary knowledge or experience of all jurisdictions to undertake the assessments. In addition, the extra assessment requirements place additional burden on the management and operations of the Group.

In March 2022, the UK Government approved new contractual requirements on businesses processing personal data overseas. Relevant third-party relationships for the Group need to be revisited and contracts amended where necessary, with a deadline to complete by March 2024. There is a risk that this may not be completed in time or that not all the relevant relationships are identified to make the necessary adjustments.

In July 2022, the UK Government introduced the Data Protection and Digital Information Bill which is intended to reform Data Privacy laws and promote data driven innovation. It is not known yet when the reforms will be approved and what final changes will be agreed. There is a risk that the changes will place extra operational and financial burden on the Group to ensure compliance.

Any of the foregoing sanctions under UK or EU legislation could have a material adverse effect on the Group's business, reputation, results of operations or financial condition.

Risks relating to the Operations of the Group

The Group's risk management framework, systems and processes, and related guidelines and policies, may prove inadequate to manage its risks, and any failure to properly assess or manage such risks could harm the Group

The Group faces a wide range of risks in its core business activities, including credit, liquidity, interest rate, conduct and operational risk. Effective risk management requires, among other things, robust frameworks, policies, processes and controls for the accurate identification and control of a large number of transactions and/or events, and the Group's risk management policies, processes and controls may not prove to be adequate. The Group has a range of methods designed to identify, assess and manage the various risks it faces and the Group is increasingly relying on internally developed models in order to inform its financial decision making. These methods may be inadequate for predicting future risk exposure, which may prove to be significantly greater than what is suggested by historical experience. Other methods the Group utilises for risk management are based on the evaluation of markets, customers or other information that is publicly known or otherwise available to the Group. The accuracy, completeness and consistency of this information may not always be verified or sustained as it transitions through processes and systems without appropriate quality assurance. Whilst the Group has extensive historic data on its customer segments, this may not be sufficient to accurately predict the credit risk of all of its customers or the future performance of particular products offered within the Group.

As such, it may be difficult to predict changes in economic or market conditions and to anticipate the effects that any such changes could have on the Group's financial performance and business operations.

Additionally, in deciding whether to extend credit to customers, the Group relies on information furnished to it by customers and other third parties, including employment, income and other financial information. The Group relies on representations of customers as to the accuracy and completeness of and explanations for that information. Whilst the Group independently verifies certain information about customers (such as certain income information) that they use in making credit decisions and decisions regarding modifications to such arrangements, it is not possible to verify all of the information. If any of the information provided is intentionally or negligently misrepresented and such misrepresentation is not detected prior to the funding of a loan or granting of credit, the future recoverability of the loan or credit may be adversely impacted, which may have a material adverse effect on the business, financial condition, results of operations, cash flows and prospects of the Group.

The Group is also exposed to the risk of loss due to fraud committed against the Group itself or the Group's customers. This can be further exacerbated where these events are facilitated by, or otherwise involve, staff. The Group is limited by a maximum level of risk that it can assume before breaching constraints determined by regulatory capital and liquidity needs and its regulatory and legal obligations, including, among others, from a conduct and prudential perspective. If the Group's risk management policies, processes and controls are ineffective, this could have a material adverse effect on its business, financial condition, results of operations or prospects.

Risk relating to the integrity, appropriateness and accuracy of the Group's reporting and the breakdown of operating processes, systems or controls that underpin the Group's business models

The integrity of the Group's control and information systems requires that the financial position of the business is known accurately and in a timely fashion by management. The Group has an established internal control framework and associated assurance mechanism to ensure that ongoing systems, controls and processes are operating as required, and will only implement significant changes to such controls and processes following approved governance arrangements.

However, there remains a risk that these measures will fail to ensure the provision of accurate and timely data on the financial position of the business, which could lead to the Group's control and information systems being compromised, materially adversely affecting the Group's business.

There is a risk that the Group will encounter losses if there is a systematic breakdown of operating procedures, processes, systems or controls that underpin the business model, including reporting requirements.

The Group could fail to attract or retain suitably qualified senior management or other key employees

The Group's success depends to a large extent on the continued service and performance of its key staff, particularly its senior management, and its ability to attract, retain and develop high-calibre talent. The Group may not succeed in attracting and retaining key personnel if they do not identify with, or have confidence in, the Group's strategy.

Competition from within the financial services industry, as well as from businesses outside financial services for key employees is intense. The Group aims to have sufficient breadth of capabilities and depth of personnel to ensure that it can meet its strategic objectives across all its businesses. However, the loss of key personnel or of a substantial number of talented employees, or an inability to attract, retain and motivate the calibre of agents, operational managers and employees required for the continuation and expansion of the Group's activities could have a material adverse effect on its business, growth prospects, results of operations and financial condition.

Financial Risks relating to the Group

Tax risk

Examinations and challenges by tax authorities, changes in tax laws or regulations, or the application thereof, could materially adversely affect the Group's business, financial condition and results of operations.

The Group's tax returns, which include corporation tax, value added tax, various employment tax returns as well as a number of returns for operational taxes, are prepared in accordance with applicable tax legislation and prevailing case law. Whilst the Group has a regular and constructive dialogue with His Majesty's Revenue and Customs ("HMRC") across all taxes and aims to seek advance clearance and discuss contentious issues as early as possible, there remains a risk that the tax authorities could take a view which differs from that taken by the Group in respect of the treatment of particular items in its tax returns.

Any challenges made by tax authorities to the Group's application of tax rules may result in adjustments to the timing or amount of taxable income or deductions or other amounts reflected in the Group's tax returns. If any such challenges are made and are not resolved in the Group's favour, they could have an adverse effect on its business, results of operations and financial condition. There is also a risk that there is an unforeseen breakdown in the systems and processes which underpin the preparation of tax returns and identification of tax sensitive matters which results in items being treated incorrectly for tax purposes.

The Group's effective tax rate may also be affected by changes in UK tax laws or the interpretation of UK tax laws, including changes in its assessment of certain matters. The Group's effective tax rate in any given financial year reflects a variety of factors that may not be present in the succeeding financial year or years. One factor affecting the Group's effective tax rate is the rate of UK corporation tax and the rate of bank surcharge which applies to Vanquis Bank's profit above an annual surcharge allowance.

Any increase in the Group's effective tax rate in future periods could have a material adverse effect on its business, results of operations and financial condition. Unexpected tax liabilities may adversely affect the Group's financial position and the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes.

The Group faces risks with interest rate levels and volatility

Market risk is the risk of loss due to adverse market movements caused by active trading, or unmatched, positions taken in interest rates, foreign exchange markets, bonds and equities. The Group's corporate policies do not permit it to undertake position taking or trading books of this type and therefore it does not do so.

Interest rate risk is the risk of potential loss through unhedged or mismatched asset and liability positions which are sensitive to changes in interest rates. Primarily, the Group is at risk of a change in external interest rates which leads to an increase in the Group's cost of borrowing without an off-setting increase in revenue. The Group's exposure to foreign exchange risk is de minimis.

The Group's exposure to movements in interest rates is managed by the ALCo and is governed by a Board-approved Market Risk Policy which forms part of the Group's treasury policies. Interest rates in the UK, which are impacted by factors outside of the Group's control, including the fiscal and monetary policies of the UK government and central bank, as well as UK and international political and economic conditions, affect the Group's results, profitability and consequential return on capital in three principal areas: cost and availability of funding, margins and revenues and impairment levels.

The Group seeks to limit its net exposure to changes in interest rates. This is achieved through a combination of diversified funding sources, including issuing fixed rate debt and by the use of derivative financial instruments such as interest rate swaps.

In recent years, the UK experienced historically low, sustained interest rates. Vanquis Bank's deposit accounts predominantly consist of fixed term, and fixed rate accounts. Starting in December 2021 and continuing throughout 2022 and 2023, the Bank of England has increased its Bank Rate (the interest rate it pays on funds placed with it by commercial banks) in response to the rate of inflation exceeding target. Incentives for consumers to save have therefore increased (and may continue to increase) as has the cost of funding of retail deposits taken by Vanquis Bank.

Changes in interest rates may also impact the Group's loan impairment levels and customer affordability. A rise in interest rates, without sufficient improvement in customer earnings or employment levels, could, for example, lead customers with other financial commitments with lenders other than the Issuer at variable rates to prioritise those payments particularly over the Group's unsecured products, which in turn could lead to increased impairment charges and lower profitability for the Group.

Given these risks there can be no assurance that the Group's financial performance will not be adversely affected by events relating to interest rate changes, which could impact the ability of the Issuer and/or the Guarantors to make payments in respect of the Notes. Any adverse impact to Vanquis Bank could impact the potential dividend flow from Vanquis Bank to the Group.

Pension risk

The Issuer operates a defined benefit pension scheme and as at 31 August 2023 there were 2,787 deferred members and 2,953 pensioners included in the scheme (the "Pension Scheme"). The cash balance section closed on 31 August 2021 and there are no active members. There can be no absolute assurance that the Issuer's financial performance will not be adversely affected should unforeseen events relating to pension risks arise in the future, and this could impact the ability of the Issuer and the Guarantors to make payments in respect of the Notes.

Risks relating to valuation and related funding of pension liabilities

There is a risk that the liabilities within the Pension Scheme may materially exceed the assets in the Pension Scheme, and the Issuer will therefore be exposed to the risk that its pension funding commitments may increase over time, which could impact the ability of the Issuer and the Guarantors to make payments in respect of the Notes. This could be due to the investment performance of the Pension Scheme's assets, changes to assumptions used to value the Pension Scheme's liabilities or changes to the level of funding required (see below). Changes to assumptions used to value the Pension Scheme's liabilities and assets might be made to reflect, inter alia, changes in corporate bond yields, inflation, equity and bond returns and mortality rates. The economic environment in recent years has led to volatile movements in equity markets and corporate and government bond yields and mortality rates have been improving in the UK. The Pension Scheme's trustees may seek to adopt more conservative assumptions at future actuarial valuations (which typically take place every three years, the last, as at the date of this Offering Circular, being undertaken as at 1 June 2021), including where there is a deterioration in the financial condition of the Issuer (which could further exacerbate any financial difficulties the Issuer faces at such time).

Whilst the Pension Scheme's trustees determine the Pension Scheme's investment strategy, several years ago the Pension Scheme's trustees and the Issuer agreed and implemented a risk averse investment strategy. The equities are hedged against currency risk and the Scheme's interest rate and inflation risk are broadly hedged to the value of the Scheme's assets. As a result of adopting this investment strategy the investments tend to move closely in line with any change in the Pension Scheme's liabilities much reducing the impact of market volatility.

Risk of exit debt arising under Section 75 of the Pensions Act 1995

The Issuer is both the principal employer and the sole statutory employer of the Pension Scheme. If the Issuer fails to remedy any substantial breach of its obligations under the Pension Scheme's governing documentation (e.g. if it fails to remedy any failure to pay contributions to the Pension Scheme) within a prescribed period, the trustees of the Pension Scheme would have the right to terminate the Pension Scheme and wind it up. The insolvency of the Issuer would also trigger a wind-up of the Pension Scheme. Where insolvency of the Issuer or a wind-up of the Pension Scheme takes place, the Pension Scheme's trustees will demand that the Issuer makes a lump sum payment to the Pension Scheme under Section 75 of the Pensions Act 1995. Liability under Section 75 is calculated on a conservative "buy-out" basis so such liabilities can be much larger than ongoing pension funding commitments agreed following actuarial valuations. One of the Guarantors (Provident Financial Holdings Limited) guarantees the Issuer's contribution obligations to the Pension Scheme and could become liable to pay a Section 75 liability if the Issuer is unable to do so. If any Section 75 liabilities materialise, this could impact the ability of the Issuer and the Guarantors to make payments in respect of the Notes.

Risk of the Pensions Regulator exercising its powers

The Pensions Regulator has various legislative powers (which were strengthened under the Pension Schemes Act 2021 (the "Act")) with respect to funding defined benefit pension arrangements such as the Pension Scheme, including the ability to impose actuarial valuations and deficit funding obligations on pension scheme employers, and to require an employer participating in a defined benefit scheme or a person connected or associated with such an employer to make a contribution to or provide financial support for that scheme in certain circumstances. Each potential target's maximum exposure to the Pension Scheme under these powers is an amount equal to the deficit of the Pension Scheme under Section 75 of the Pensions Act 1995. If the Pensions Regulator exercised its powers, this could impact the ability of the Issuer and the Guarantors to make payments in respect of the Notes.

The Act also includes criminal offences, with unlimited fines and an expanded civil penalty regime in relation to defined benefit pension schemes (prosecution for pensions related criminal offences under the Act can be brought by the Pensions Regulator, the Director of Public Prosecutions and the Secretary of State).

In addition, the Act includes a requirement for trustees to have a strategy for ensuring that pensions and other benefits under a scheme can be provided over the long term, which may result in higher employer pension contribution requirements. The detail of these requirements will be set out in regulations that are not yet finalised, but which were expected to come into force in the latter half of 2023 but may be delayed.

RISKS RELATED TO THE STRUCTURE OF A PARTICULAR ISSUE OF NOTES

Notes issued under the Programme may be structured in such a way that means they have features which contain particular risks for potential investors. Set out below is a description of certain such features:

The Issuer's obligations under Tier 2 Notes are subordinated

The obligations of the Issuer under Tier 2 Notes will be unsecured and subordinated and, on a Winding Up or Qualifying Procedure, will rank junior in priority of payment to the claims of Senior Creditors. "Senior Creditors" means creditors of the Issuer whose claims are admitted to proof in a Winding Up or Qualifying Procedure and (i) who are unsubordinated creditors of the Issuer; (ii) who are creditors in respect of any secondary non-preferential debts; or (iii) who are subordinated creditors of the Issuer (whether in the event of a Winding Up or Qualifying Procedure or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the Tier 2 Noteholders and/or Tier 2 Couponholders or (y) those who are Parity Creditors or Junior Creditors.

The Banks and Building Societies (Priorities on Insolvency) Order 2018 (the "Order") splits a relevant financial institution's non-preferential debts (including those of the Issuer) into classes, and provides that ordinary non-preferential debts (such as Senior Notes) will rank ahead of secondary non-preferential debts and tertiary non-preferential debts. Tier 2 Notes constitute tertiary non-preferential debts under the terms of the Order, and therefore both ordinary and secondary non-preferential debts will rank ahead of claims in respect of the Tier 2 Notes.

Although Tier 2 Notes may pay a higher rate of interest than comparable Notes which are not so subordinated, there is a real risk that an investor in such Tier 2 Notes will lose all or some of their investment should the Issuer become insolvent. If, on a Winding Up or Qualifying Procedure of the Issuer, the assets of the Issuer are insufficient to enable the Issuer to repay the claims of more seniorranking creditors in full, the Holders of Tier 2 Notes will lose their entire investment in the Tier 2 Notes. If there are sufficient assets to enable the Issuer to pay the claims of senior-ranking creditors in full but insufficient assets to enable it to pay claims in respect of its obligations in respect of the Tier 2 Notes and all other claims that rank pari passu with the Tier 2 Notes, Holders of Tier 2 Notes will lose some (which may be substantially all) of their investment in the Tier 2 Notes. See "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes" and "Risks relating to structural subordination of the Notes" below.

The Tier 2 Notes may be redeemed or purchased in certain circumstances

The Issuer may, subject as described below, redeem all, but not some only, of the Tier 2 Notes of any Series at the price set out in the relevant Final Terms together with any outstanding interest:

• in the event that, as a result of a change in law in the United Kingdom, it is obliged to pay additional amounts in respect of any present or future tax, duty, assessment or governmental charge of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of or within the United Kingdom per Condition 6 or any authority thereof or therein having the power to tax; or
• upon the occurrence of certain other changes in the treatment of the relevant Notes for taxation purposes,

in each case, provided that the Issuer cannot avoid the foregoing by taking measures reasonably available to it.

If the relevant Final Terms for Tier 2 Notes of any Series specify that the Issuer has an option to redeem such Notes, the Issuer may, subject as described below, opt to redeem all, or (if specified in the relevant Final Terms) some only, of such Tier 2 Notes at the price set out in the relevant Final Terms together with any outstanding interest. Moreover, the relevant Final Terms may specify that a "Clean-up Call Option" is applicable to Tier 2 Notes of any Series, in which case, subject to certain conditions, including those described below, such Tier 2 Notes will be redeemable at the option of the Issuer if the outstanding aggregate nominal amount of such Tier 2 Notes is the Clean-up Call Threshold or less of the aggregate nominal amount of such Tier 2 Notes originally issued.

If at any time a Capital Disqualification Event occurs in relation to any Series of Tier 2 Notes, the Issuer may, subject as described below, redeem all, but not some only, of the Tier 2 Notes of such Series at the price set out in the relevant Final Terms together with any outstanding interest.

Tier 2 Notes may be redeemed prior to the relevant Maturity Date by the Issuer pursuant to Condition 6.2 (Redemption for tax reasons), Condition 6.3 (Redemption due to Capital Disqualification Event), Condition 6.4 (Redemption at the option of the Issuer (Issuer Call)) or Condition 6.6 (Clean-up Call Option), or purchased pursuant to Condition 6.8 (Purchases), in each case, provided that (among other things, and except to the extent that the Capital Regulations (as defined in the Conditions) no longer so require) the Issuer has given prior notice to the PRA and the PRA has granted permission for the Issuer to make such redemption or repurchase and any other requirements of the Capital Regulations and/or the PRA applicable to such purchases or redemptions at the time have been complied with by the Issuer.

An optional redemption feature in respect of Tier 2 Notes is likely to limit the market value of such Tier 2 Notes. During any period when the Issuer may elect to redeem the Tier 2 Notes, the market value of the Tier 2 Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. Furthermore, during periods of perceived increased likelihood that the Tier 2 Notes would be redeemed early, the market value of the Tier 2 Notes may be adversely affected.

Any decision by the Issuer as to whether it will exercise its option to redeem the Tier 2 Notes will be made at the absolute discretion of the Issuer taking into account factors such as, but not limited to, the economic impact of exercising such option to redeem the Tier 2 Notes, any tax consequences, the regulatory requirements and the prevailing market conditions. Noteholders should be aware that they may be required to bear the financial risks of an investment in the Tier 2 Notes until maturity. In addition, there can be no assurance that Noteholders will be able to reinvest the amounts received upon redemption or purchase at a rate that will provide the same rate of return as their investment in the Tier 2 Notes.

In certain circumstances, the Issuer can substitute or vary the terms of the Tier 2 Notes without Noteholder consent.

If at any time a Capital Disqualification Event or a Tax Event occurs the Issuer may, subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes), but without the need for Noteholder consent, either substitute all (but not some only) of the relevant Tier 2 Notes for, or vary the terms of the relevant Tier 2 Notes and/or the terms of the Trust Deed so that they remain or, as appropriate, become, Qualifying Tier 2 Notes as further provided in Condition 6.11 (Substitution or Variation of Tier 2 Notes). The conditions of such substituted or varied Notes may have conditions that contain one or more provisions that are substantially different from the conditions of the original Tier 2 Notes, provided that the relevant Tier 2 Notes remain or, as appropriate, become, Qualifying Tier 2 Notes, in accordance with the Conditions.

No assurance can be given as to whether any of these changes will negatively affect any particular Holder. There can be no assurance that, due to the particular circumstances of each Noteholder, any Qualifying Tier 2 Notes will be as favourable to each Noteholder in all respects or that, if it were entitled to do so, a particular Noteholder would make the same determination as the Issuer as to whether the terms of the relevant Qualifying Tier 2 Notes are not materially less favourable to Noteholders than the terms of the Notes. The Issuer bears no responsibility towards the Noteholders for any adverse effects of such substitution or variation (including, without limitation, with respect to any adverse tax or stamp duty consequences suffered by any Holder).

The Senior Notes may be redeemed or purchased in certain circumstances

The Issuer may, subject as described below, redeem all, but not some only, of the Senior Notes of any Series at the price set out in the relevant Final Terms together with any outstanding interest in the event that as a result of a change in law in the United Kingdom, it or any Guarantor is obliged to pay additional amounts in respect of any present or future tax, duty or charge of whatever nature imposed or levied by or on behalf of the United Kingdom or any authority thereof or therein having the power to tax provided that the Issuer cannot avoid the foregoing by taking measures reasonably available to it.

If the relevant Final Terms for Senior Notes of any Series specify that the Issuer has an option to redeem such Notes, the Issuer may opt to redeem all, or (if specified in the relevant Final Terms) some only, of such Senior Notes at the price set out in the relevant Final Terms together with any outstanding interest. The Senior Notes may also be purchased pursuant to Condition 6.8 (Purchases). Moreover, the relevant Final Terms may specify that "Clean-up Call Option" is applicable to Senior Notes of any Series, in which case, subject to certain conditions, such Senior Notes will be redeemable at the option of the Issuer if the outstanding aggregate nominal amount of such Senior Notes is the Clean-up Call Threshold or less of the aggregate nominal amount of such Senior Notes originally issued.

An optional redemption feature in respect of Senior Notes is likely to limit the market value of such Senior Notes. During any period when the Issuer may elect to redeem the Senior Notes, the market value of the Senior Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period. Furthermore, during periods of perceived increased likelihood that the Senior Notes would be redeemed early, the market value of the Senior Notes may be adversely affected.

Any decision by the Issuer as to whether it will exercise its option to redeem the Senior Notes will be made at the absolute discretion of the Issuer, taking into account factors such as, but not limited to, the economic impact of exercising such option to redeem the Senior Notes, any tax consequences, the regulatory requirements and the prevailing market conditions. Noteholders should be aware that they may be required to bear the financial risks of an investment in the Senior Notes until maturity. In addition, there can be no assurance that Noteholders will be able to reinvest the amounts received upon redemption or purchase at a rate that will provide the same rate of return as their investment in the Senior Notes.

Remedies are limited for non-payment in respect of Tier 2 Notes

Payments in respect of the Tier 2 Notes may only be accelerated if an order is made or an effective resolution is passed for the Winding Up or a Qualifying Procedure of the Issuer and the Trustee gives notice to the Issuer that the Tier 2 Notes are immediately due and repayable.

The sole remedy against the Issuer available for recovery of amounts owing in respect of any nonpayment of principal or interest on any of the Tier 2 Notes when due is, subject to the provisions set forth in Condition 9.1 (Events of Default and Enforcement Events), for the Trustee to institute proceedings for the winding up of the Issuer in England (or such other jurisdiction in which the Issuer is organised) (but not elsewhere) and/or proving in any Winding Up or Qualifying Procedure of the Issuer. As such, the remedies available to holders of the Tier 2 Notes are limited, which may make enforcement more difficult.

In the event the Issuer breaches any of its obligations under the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series (other than any payment obligation of the Issuer under or arising from the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series, including, without limitation, payment of any principal or interest in respect of the Tier 2 Notes or Tier 2 Coupons of the relevant Series and any damages awarded for breach of any obligations), the Trustee may institute such steps, actions or proceedings against the Issuer as it may think fit to enforce such obligations, provided that the Trustee (acting on behalf of the Noteholders but not the Trustee acting in its personal capacity under the Trust Deed) and the Noteholders may not enforce, and may not be entitled to enforce or otherwise claim, against the Issuer any judgment or other award given in such proceedings that requires the payment of money by the Issuer, whether by way of damages or otherwise (a "Monetary Judgment"), except by proving and/or claiming such Monetary Judgment in the winding-up or administration of the Issuer and in no event shall the Issuer, by virtue of the institution of any such steps, actions or proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it pursuant to the Conditions and the Trust Deed.

The exercise of the UK Bail-in Power by the Resolution Authority with respect to the Issuer and/or the Notes does not constitute a default nor give rise to any acceleration rights under the Notes for the Trustee or the Tier 2 Noteholders or Tier 2 Couponholders.

Mandatory write-down and conversion of capital instruments may affect the Tier 2 Notes

In addition to the powers granted under the SRR (as described under the risk factor titled "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes" below), the Banking Act 2009, as amended (the "Banking Act") requires the Bank of England (or any successor or replacement thereto and/or such other authority in the United Kingdom with the ability to exercise a UK resolution power) (the "resolution authority") to cancel, transfer or dilute common equity Tier 1 instruments, and to permanently write-down, or convert into equity, tier 1 capital instruments, tier 2 capital instruments (such as the Tier 2 Notes) and internal eligible liabilities at the point of non-viability of a UK bank, such as Vanquis Bank, or its financial holding company, such as the Issuer, (each, a "relevant entity") before, or together with, the exercise of any resolution powers conferred by the SRR (except in the case where the bail-in tool is to be utilised for other liabilities, in which case such capital instrument or internal eligible liabilities would be written down or converted into equity pursuant to the exercise of the bail-in tool, as described below, rather than the mandatory writedown and conversion power).

For the purposes of the application of such mandatory write-down and conversion power, the point of non-viability is the point at which the relevant resolution authority determines that the relevant entity meets the conditions for resolution (but no resolution action has yet been taken) or that the relevant entity will no longer be viable unless the relevant capital instruments or internal eligible liabilities are written down or converted or the relevant entity requires extraordinary public support without which, the relevant resolution authority determines that the relevant entity would no longer be viable.

Holders of Tier 2 Notes may be subject to write-down or conversion into equity on application of mandatory write-down and conversion powers (without requiring the consent of such Holders), which may result in such Holders losing some or all of their investment. The "no creditor worse off" safeguard would not apply in relation to an application of such powers to capital instruments (such as the Tier 2 Notes) in circumstances where resolution powers are not also exercised.

The exercise of such mandatory write-down and conversion power under the Banking Act or any suggestion of such exercise could, therefore, materially adversely affect the rights of Holders of Tier 2 Notes, the price or value of their investment in such Notes and/or the ability of the Issuer to satisfy its obligations under such Notes.

Waiver of set-off and netting in respect of Tier 2 Notes

Holders of Tier 2 Notes and Tier 2 Coupons (if any) will be deemed to have waived any right of set-off or netting in relation to such Notes, subject to applicable law. Therefore, such holders will not be entitled (subject to applicable law) to set-off or net the Issuer's obligations under such Notes against obligations owed by them to the Issuer.

Limited gross-up obligation in respect of Tier 2 Notes

Pursuant to the Conditions, the Issuer's obligation to pay additional amounts on the Tier 2 Notes in respect of any withholding or deduction in any Tax Jurisdiction applies only to payments of interest on the Tier 2 Notes and/or Tier 2 Coupons and not to payments of principal in respect of the Tier 2 Notes. As such, the Issuer would not be required to pay any additional amounts to the extent any such withholding or deduction is applied to payments of principal. Accordingly, if any such withholding or deduction were to apply to any payments of principal in respect of any Tier 2 Notes, Noteholders shall only be entitled to the net amount of such payment after deduction of the amount required to be withheld or deducted. The market value of such Notes may be adversely affected as a result.

Certain benchmark rates, including EURIBOR, may be discontinued or reformed in the future

The Euro Interbank Offered Rate ("EURIBOR") and other interest rates or other types of rates and indices which are deemed to be benchmarks are the subject of ongoing national and international regulatory discussions and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented.

Regulation (EU) No. 2016/1011 (the "EU Benchmarks Regulation") applies, subject to certain transitional provisions, to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark, within the EU. The UK Benchmarks Regulation applies to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark, within the UK. The EU Benchmarks Regulation or the UK Benchmarks Regulation, as applicable, could have a material impact on any Notes linked to EURIBOR or another benchmark rate or index, in particular, if the methodology or other terms of the benchmark are changed in order to comply with the terms of the EU Benchmarks Regulation or the UK Benchmarks Regulation, and such changes could (amongst other things) have the effect of reducing or increasing the rate or level, or affecting the volatility of the published rate or level, of the benchmark. More broadly, any of the international, national or other proposals for reform, or the general increased regulatory scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and complying with any such regulations or requirements. Such factors may have the effect of discouraging market participants from continuing to administer or contribute to certain benchmarks, trigger changes in the rules or methodologies used in certain benchmarks or lead to the discontinuance or unavailability of quotes of certain benchmarks.

As an example of such benchmark reforms, on 21 September 2017, the European Central Bank announced that it would be part of a new working group tasked with the identification and adoption of a "risk free overnight rate" which can serve as a basis for an alternative to current benchmarks used in a variety of financial instruments and contracts in the euro area. On 13 September 2018, the working group on Euro risk-free rates recommended the new Euro short-term rate ("€STR") as the new risk-free rate for the euro area. The €STR was published for the first time on 2 October 2019. Although EURIBOR has subsequently been reformed in order to comply with the terms of the EU Benchmarks Regulation, it remains uncertain as to how long it will continue in its current form, or whether it will be further reformed or replaced with €STR or an alternative benchmark.

The elimination of EURIBOR or any other benchmark, or changes in the manner of administration of any benchmark, could require or result in an adjustment to the interest calculation provisions of the Conditions (as further described in Condition 4.3(g) (Benchmark Replacement)), or result in adverse consequences to holders of any Notes linked to such benchmark (including Floating Rate Notes whose interest rates are linked to EURIBOR or any other such benchmark that is subject to reform). Furthermore, even prior to the implementation of any changes, uncertainty as to the nature of alternative reference rates and as to potential changes to such benchmark may adversely affect such benchmark during the term of the relevant Notes, the return on the relevant Notes and the trading market for securities (including the Notes) based on the same benchmark.

The Conditions provide for certain fallback arrangements in the event that a published benchmark, such as EURIBOR, (including any page on which such benchmark may be published (or any successor service)) becomes unavailable or a Benchmark Event otherwise occurs. Such an event may be deemed to have occurred prior to the issue date for a Series of Notes. Such fallback arrangements include the possibility that the rate of interest could be set by reference to a successor rate or an alternative reference rate and that such successor rate or alternative rate may be adjusted (if required) in accordance with the Conditions (subject, in the case of Tier 2 Notes, to changes not prejudicing qualification of such Tier 2 Notes as Tier 2 Capital for the purposes of and in accordance with the Capital Regulations). Any such changes may result in the Notes performing differently (which may include payment of a lower interest rate) than if the original benchmark continued to apply. In certain circumstances the ultimate fallback of interest for a particular Interest Period may result in the rate of interest for the last preceding Interest Period being used and, accordingly the effective application of a fixed rate for Floating Rate Notes. In addition, due to the uncertainty concerning the availability of successor rates and alternative reference rates and the involvement of an Independent Adviser (as defined in the Conditions) in certain circumstances, the relevant fallback provisions may not operate as intended at the relevant time.

Any such consequences could have a material adverse effect on the value of and return on any such Notes.

Investors should consult their own independent advisers and make their own assessment about the potential risks imposed by the EU Benchmarks Regulation and UK Benchmarks Regulation reforms or arising from the possible cessation or reform of certain reference rates in making any investment decision with respect to any Notes linked to or referencing a benchmark.

The market continues to develop in relation to risk-free-rates (including overnight rates) as reference rates for Floating Rate Notes

The use of risk-free rates – including those such as the Sterling Overnight Index Average ("SONIA") - as reference rates for Eurobonds continues to develop. This relates not only to the substance of the calculation and the development and adoption of market infrastructure for the issuance and trading of bonds referencing such rates, but also how widely such rates and methodologies might be adopted.

The market or a significant part thereof may adopt an application of risk-free rates that differs significantly from that set out in the Conditions and used in relation to Notes that reference risk-free rates issued under this Programme. The Issuer may in the future also issue Notes referencing SONIA that differs materially in terms of interest determination when compared with any previous Notes issued by it under this Programme. The development of risk-free rates for the Eurobond markets could result in reduced liquidity or increased volatility, or could otherwise affect the market price of any Notes that reference a risk-free rate issued under this Programme from time to time.

In addition, the manner of adoption or application of risk-free rates in the Eurobond markets may differ materially compared with the application and adoption of risk-free rates in other markets, such as the derivatives and loan markets. Investors should carefully consider how any mismatch between the adoption of such reference rates in the bond, loan and derivatives markets may impact any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of Notes referencing such risk-free rates.

In particular, investors should be aware that several different methodologies have been used in risk-free rate notes issued to date. No assurance can be given that any particular methodology, including the compounding formula in the Conditions, will gain widespread market acceptance. In addition, market participants and relevant working groups are still exploring alternative reference rates based on risk-free rates, including various ways to produce term versions of certain risk-free rates (which seek to measure the market's forward expectation of an average of these reference rates over a designated term, as they are overnight rates) or different measures of such risk-free rates. If the relevant risk-free rates do not prove to be widely used in securities like the Notes, the trading price of such Notes linked to such risk-free rates may be lower than those of Notes referencing indices that are more widely used.

Investors should consider these matters when making their investment decision with respect to any Notes which reference SONIA.

SONIA differs from LIBOR in a number of material respects and has a limited history

Compounded Daily SONIA differs from London Interbank Offered Rate ("LIBOR") in a number of material respects, including that Compounded Daily SONIA is a backwards-looking, compounded, riskfree overnight rate, whereas LIBOR (publication of representative Sterling LIBOR has ceased after 31 December 2021) was expressed on the basis of a forward-looking term and includes a risk-element based on inter-bank lending. As such, investors should be aware that SONIA may behave materially differently (compared to how LIBOR used to behave) as interest reference rates for the Notes.

Publication of SONIA (in its current form) began in April 2018 and it therefore has a limited history. The future performance of SONIA may therefore be difficult to predict based on the limited historical performance. The level of SONIA during the term of the Notes may bear little or no relation to the historical level of SONIA. Prior observed patterns, if any, in the behaviour of market variables and their relation to SONIA such as correlations, may change in the future. Investors should not rely on historical performance data as an indicator of the future performance of such risk-free rates nor should they rely on any hypothetical data.

Furthermore, the Interest Rate is only capable of being determined at the end of the relevant Observation Period and immediately prior to the relevant Interest Payment Date. It may be difficult for Noteholders to estimate reliably the amount of interest which will be payable on the Notes, and some investors may be unable or unwilling to trade such Notes without changes to their IT systems, both of which factors could adversely impact the liquidity of the Notes. Further, in contrast to LIBOR-based Notes, if the Notes become due and payable as a result of an Event of Default under Condition 9 (Events of Default and Enforcement), or are otherwise redeemed early on a date which is not an Interest Payment Date, the final Interest Rate payable in respect of the Notes shall be determined by reference to a shortened period ending immediately prior to the date on which the Notes become due and payable or are scheduled for redemption.

The administrator of SONIA may make changes that could change the value of SONIA or discontinue SONIA

The Bank of England (or a successor), as administrator of SONIA, may make methodological or other changes that could change the value of SONIA, including changes related to the method by which SONIA is calculated, eligibility criteria applicable to the transactions used to calculate SONIA, or timing related to the publication of SONIA. In addition, the administrator may alter, discontinue or suspend calculation or dissemination of SONIA (in which case a fallback method of determining the interest rate on the Notes will apply). The administrator has no obligation to consider the interests of Noteholders when calculating, adjusting, converting, revising or discontinuing SONIA. This may have an adverse impact on the value of the Notes.

The interest rate on Reset Notes will reset on each Reset Date, which can be expected to affect the interest payment on an investment in Reset Notes and could affect the market value of Reset Notes

Reset Notes will initially bear interest at the Initial Rate of Interest until (but excluding) the First Reset Date. On the First Reset Date and each Subsequent Reset Date (if any) thereafter, the interest rate will be reset to the sum of the applicable Reset Reference Rate and the First Margin or Subsequent Margin (as applicable) as determined by the Calculation Agent on the relevant Reset Determination Date (each such interest rate, a "Subsequent Reset Rate"). The Subsequent Reset Rate for any Reset Period could be less than the Initial Rate of Interest or the Subsequent Reset Rate for prior Reset Periods and could affect the market value of an investment in the Reset Notes.

Zero Coupon Notes may experience price volatility in response to changes in market interest rates

Zero Coupon Notes do not pay interest but are issued at a discount from their nominal value. Instead of periodic interest payments, the difference between the redemption price and the issue price constitutes interest income until maturity and reflects the market interest rate. A holder of Zero Coupon Notes is exposed to the risk that the price of such Notes falls as a result of changes in the market interest rate. Prices of Zero Coupon Notes are more volatile than the prices of Fixed Rate Notes and are likely to respond to a greater degree to market interest rate changes than interest bearing notes with a similar maturity.

RISKS RELATED TO NOTES GENERALLY

The Notes are not protected by the Financial Services Compensation Scheme ("FSCS")

Unlike a bank deposit, the Notes are not protected by the FSCS. As a result, the FSCS will not pay compensation to an investor in the Notes upon the failure of the Issuer and/or the Guarantors (as applicable). If the Issuer or any of the Guarantors (as applicable) go out of business or become insolvent, Noteholders may lose all or part of their investment in the Notes.

In addition, the claims of investors in the Notes may be varied or extinguished pursuant to the exercise of powers under the Banking Act, including the mandatory write-down and conversion power (in the case of the Tier 2 Notes) and the bail-in tool (see further "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes"), which could lead to investors in the Notes losing some or all of their investment. The write-down and conversion of capital instruments and liabilities power does not apply to ordinary bank deposits and the bail-in power must be applied in a specified preference order which would generally result in it being applied to capital instruments such as the Tier 2 Notes prior to its being applied to bank deposits (to the extent that such deposits would be subject to the bail-in power at all).

Risks relating to structural subordination of the Notes

The business of the Group is carried out through the operating subsidiaries of the Issuer and therefore the Issuer depends upon receipt of funds, via dividend or interest payments from its operating subsidiaries, to fund payments of principal and interest on the Notes.

Noteholders will have a direct claim against the Issuer based on the Notes or, in respect of Senior Notes only, as applicable, the Guarantors based on the Guarantee. Holders of Tier 2 Notes will not have a direct claim against the assets of any of the Issuer's operating subsidiaries, and Noteholders of Senior Notes will not have a direct claim against the assets of the Issuer's operating subsidiaries, which are not themselves Guarantors. The assets of any such subsidiaries will in the first instance be used to pay their creditors.

As a result, the right of the Noteholders to receive payments under: (i) the Senior Notes and the Guarantee will be structurally subordinated to all liabilities of operating subsidiaries in the Group which are not themselves Guarantors; and (ii) the Tier 2 Notes will be structurally subordinated to all liabilities of all of the Issuer's operating subsidiaries (in addition to being contractually subordinated as described under the risk factor titled "The Issuer's obligations under Tier 2 Notes are subordinated"). Structural subordination in this context means that, in the event of a winding up or insolvency of an operating subsidiary of the Issuer (or, in the case of the Senior Notes, an operating subsidiary of the Issuer that is not a Guarantor), any creditors of such subsidiary would have (i) preferential claims to the assets of that subsidiary ahead of the Issuer (or, in the case of the Senior Notes, a Guarantor) in respect of the Issuer's (or, as the case may be, such Guarantor's) holding of ordinary shares in such subsidiary and (ii) in respect of claims of the Issuer (or, as the case may be, such Guarantor) against such subsidiary that rank pari passu with any third party creditors' or preference shareholders' claims, pari passu claims to the assets of that subsidiary with those claims of the Issuer (or, as the case may be, such Guarantor).

Neither the Senior Notes nor the Tier 2 Notes are guaranteed by Vanquis Bank. Vanquis Bank accounted for 129 per cent. (on a pre-exceptional basis) and 148 per cent. (on a post-exceptional basis) of the profits before tax of the Group in the year ended 31 December 2022. The assets and the cash within Vanquis Bank would be used to repay depositors and other senior creditors within Vanquis Bank in the first instance. In addition, Vanquis Bank's ability to pay dividends, and the amount of any such dividends, to the Issuer at any time is subject to its compliance with applicable regulatory capital requirements. Such regulatory capital requirements are subject to change.

As well as the risk of losses in the event of a Group subsidiary's winding up or insolvency, the Issuer may suffer losses if any of its loans to, or investments in, such subsidiary are subject to write-down and conversion by statutory power or regulatory direction or if the subsidiary is otherwise subject to resolution proceedings. In particular, the Banking Act specifies that the resolution powers should be applied in a manner such that losses are transferred to shareholders and creditors in an order which reflects the hierarchy of issued instruments under the relevant Capital Regulations and which otherwise respects the hierarchy of claims in an ordinary insolvency. In general terms, the more junior the investments in, and loans made to, any Group subsidiary are, relative to third-party investors, the greater the losses likely to be suffered by the Issuer in the event that any Group subsidiary enters into resolution proceedings or is subject to write-down or conversion of its capital instruments or internal eligible liabilities. See the risk factor titled "Mandatory write-down and conversion of capital instruments may affect the Tier 2 Notes" above and the risk factor titled "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes" below.

The Issuer has in the past made, and may continue to make, loans to, and investments in, Group subsidiaries. Such loans to, and investments made by, the Issuer in a subsidiary will generally be subordinated to depositors and other unsubordinated creditors and may be subordinated further to meet regulatory requirements and furthermore may contain mechanisms that, upon the occurrence of a trigger related to the prudential or financial condition of the Group or such subsidiary, or upon regulatory direction, would result in a write-down or conversion into equity of such loans and investments.

The Issuer retains its absolute discretion to restructure such loans to, and any other investments in, any of its Group subsidiaries, at any time and for any purpose including, without limitation, to provide different amounts or types of capital or funding to such subsidiary. A restructuring of a loan or investment made by the Issuer in a Group subsidiary could include changes to any or all features of such loan or investment, including its legal or regulatory form, how it would rank in the event of resolution and/or insolvency proceedings in relation to the Group subsidiary, and the inclusion of a mechanism that provides for a write-down and/or conversion into equity upon specified triggers or regulatory direction. Any restructuring of the Issuer's loans to, and investments in, any of the Group subsidiaries may be implemented by the Issuer without prior notification to, or consent of, the Noteholders.

Furthermore, if Vanquis Bank or any of the other Group subsidiaries were to be wound up, liquidated or dissolved (i) the Noteholders would have no direct recourse against such subsidiary and (ii) the Issuer would only recover any amounts (directly, or indirectly through its holdings of other subsidiaries) in the relevant proceedings of that subsidiary in respect of its direct or indirect holding of ordinary shares in such subsidiary, if and to the extent that any surplus assets remain following payment in full of the claims of the creditors and preference shareholders (if any) of that subsidiary. If Vanquis Bank or any other of the Group subsidiaries were subject to resolution proceedings, (i) the Noteholders would have no direct recourse against such subsidiary and (ii) the Noteholders themselves may also be exposed to losses pursuant to the exercise by the relevant resolution authority of the resolution powers conferred by the SRR (as described below).

The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes

The existence of Vanquis Bank, a credit institution, in the Group means that the Group is subject to various powers granted under legislation aimed at, amongst other things, managing bank failures, safeguarding financial stability and strengthening depositor protection.

The Banking Act confers substantial powers on a number of UK authorities designed to enable them to take a range of actions in relation to UK deposit taking institutions which are considered to be at risk of failing. In certain circumstances, such actions may also be taken against a UK banking group company such as the Issuer.

Under the Banking Act, substantial powers are granted to the relevant authorities in the UK as part of a special resolution regime (the "SRR"). These powers can be exercised, as applicable, by the relevant authorities in respect of a relevant entity (such as the Issuer or Vanquis Bank), in circumstances in which the relevant authorities are satisfied that the relevant pre-conditions are met.

The SRR consists of five stabilisation options: (a) private sector transfer of all or part of the business or shares of the relevant entity, (b) transfer of all or part of the business of the relevant entity to a "bridge bank" established by the Bank of England, (c) transfer to an asset management vehicle wholly or partly owned by HM Treasury or the Bank of England, (d) the bail-in tool (as described below) and (e) temporary public ownership (nationalisation).

The Banking Act also provides for additional insolvency and administration procedures for relevant entities and for certain ancillary powers, such as the power to modify contractual arrangements in certain circumstances (which could include a variation of the terms of the Notes), powers to impose temporary suspension of payments, powers to suspend enforcement or termination rights that might be invoked as a result of the exercise of the resolution powers and powers for the resolution authority to disapply or modify laws in the UK (with possible retrospective effect) to enable the powers under the Banking Act to be used effectively.

There is a risk that such measures will be used in respect of the Issuer or Vanquis Bank, and if such measures were used, they may have an impact on the Issuer's ability to make payments of interest and principal on the Notes, or may directly impact Noteholders' rights by transferring, cancelling or modifying the rights of Noteholders under the Senior Notes or Tier 2 Notes or by writing down, bailing in or converting the Senior Notes or the Tier 2 Notes into equity, leading to the Noteholders losing some or all of the value of their investment in the Notes or being unable to receive interest or principal on the Notes.

Noteholders should assume that, in a resolution situation, public financial support will only be available to a relevant entity as a last resort after the relevant resolution authorities have assessed and used, to the maximum extent practicable, the resolution tools, including the bail-in tool.

The exercise of any resolution power or any suggestion of any such exercise could adversely impact the Issuer's ability to fulfil its obligations under the Notes, materially adversely affect the value of any Notes and could lead to Holders losing some or all of the value of their investment in the Notes.

If the Issuer becomes subject to modified insolvency proceedings, Noteholders may lose all or some of their investment in the Notes

As at the date of this Offering Circular, the resolution strategy for the Issuer set by the Bank of England is modified insolvency under Part 2 of the Banking Act. This is based on the Group having fewer than 40,000 'transactional accounts' (an account used at least nine times in the three months prior to an annual monitoring date), a balance sheet of less than £15 billion and the Group not providing critical functions which may justify the use of resolution tools. The failure of the Group is unlikely to cause disruption to the wider UK financial system. However, in accordance with the Bank of England's policy, the actual approach taken to resolve any institution will depend on the circumstances at the time of its failure. In addition, the Issuer's resolution strategy may change in the future.

Where the relevant statutory conditions for the commencement of modified insolvency proceedings under the Banking Act are met, the relevant UK resolution authority would be expected to apply to the court for the Issuer to enter modified insolvency under Part 2 of the Banking Act at the point of failure. If the Issuer is so liquidated, Noteholders may lose all or some of their investment in the Notes. See "Risks relating to structural subordination of the Notes" and additionally, for Tier 2 Notes, "The Issuer's obligations under Tier 2 Notes are subordinated".

Resolution powers triggered prior to insolvency may not be anticipated and Noteholders may have only limited rights to challenge and/or seek a suspension or review of the exercise of such powers

The resolution powers conferred by the SRR are intended to be used prior to the point at which any insolvency proceedings with respect to the relevant entity could have been initiated. The purpose of the resolution powers is to address the situation where all or part of a business of a relevant entity has encountered, or is likely to encounter, financial difficulties, giving rise to wider public interest concerns.

Although the Banking Act provides specific conditions to the exercise of any resolution powers, it is uncertain how the relevant UK resolution authority would assess such conditions in any particular preinsolvency scenario affecting the Issuer and/or other members of the Group and in deciding whether to exercise a resolution power.

The relevant UK resolution authority is also not required to provide any advance notice to Holders of its decision to exercise any resolution power. Therefore, Holders may not be able to anticipate a potential exercise of any such powers nor the potential effect of any exercise of such powers on the Issuer, the Group and the Notes. Furthermore, Noteholders may have only limited rights to challenge and/or seek a suspension of any decision of the relevant UK resolution authority to exercise its resolution powers (including the bail-in tool) or to have that decision reviewed by a judicial or administrative process or otherwise.

A partial transfer of the Issuer's business may result in a deterioration of its creditworthiness.

If the Issuer or any member of the Group was made subject to the SRR and a partial transfer of its business to another entity were effected, the quality of the assets and the quantum of the liabilities not transferred and remaining with the Issuer (which may include the Notes) may result in a deterioration in the creditworthiness of the Issuer and, as a result, increase the risk that it may be unable to make payments in respect of the Notes and/or eventually become subject to administration or insolvency proceedings pursuant to the Banking Act. In such circumstances, Noteholders may have a claim for compensation under one of the compensation schemes existing under, or contemplated by, the Banking Act, but there can be no assurance that Noteholders will have such a claim or, if they do, that they would thereby recover compensation promptly or equal to any loss actually incurred.

The relevant UK resolution authority may exercise the bail-in tool in respect of the Issuer and the Notes, which may result in Noteholders losing some or all of their investment

Where the relevant statutory conditions for use of the bail-in tool have been met, the resolution authority could elect to exercise the bail-in tool and in doing so, it would be expected to exercise these powers without the consent of the Holders. The Banking Act specifies the order in which the bail-in tool should be applied reflecting the hierarchy of capital instruments under UK CRD and otherwise respecting the hierarchy of claims in an ordinary insolvency. Any such exercise of the bail-in tool in respect of the Issuer and the Notes may result in the cancellation of all, or a portion, of the nominal amount of, interest on, or any other amounts payable on, the Notes and/or the conversion of the Notes into shares or other notes or other obligations of the Issuer or another person, or any other modification or variation to the terms of the Notes.

The exercise of the bail-in tool in respect of the Issuer and the Notes or any suggestion of any such exercise could materially adversely affect the rights of the Holders, the price or value of their investment in the Notes and/or the ability of the Issuer to satisfy its obligations under the Notes and could lead to Holders losing some or all of the value of their investment in such Notes. The bail-in tool contains an express safeguard (known as 'no creditor worse off') with the aim that shareholders and creditors do not receive a less favourable treatment than they would have received in ordinary insolvency proceedings. However, even in circumstances where a claim for compensation is established under the 'no creditor worse off' safeguard in accordance with a valuation performed after the resolution action has been taken, it is unlikely that such compensation would be equivalent to the full losses incurred by the Holders in the resolution and there can be no assurance that Holders would recover such compensation promptly.

In the case of the Tier 2 Notes, see also "Mandatory write-down and conversion of capital instruments may affect the Tier 2 Notes" above.

Noteholders agree to be bound by the exercise of any UK Bail-in Power by the Resolution Authority

In recognition of the powers granted by law to the Resolution Authority, by acquiring the Notes, each Noteholder acknowledges and accepts that the Amounts Due arising under the Notes may be subject to the exercise of the UK Bail-in Power and acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of any UK Bail-in Power by the Resolution Authority, that may result in (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due on the Notes into shares or other securities or other obligations of the Issuer or another person (and the issue to or conferral on the Noteholder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes; (iii) the cancellation of the Notes; and/or (iv) the amendment or alteration of the maturity of the Notes, the amendment of the amount of interest that may be payable on the Notes, or the dates on which interest may become payable, including by suspending payment for a temporary period. Each Noteholder further acknowledges, accepts, consents and agrees to be bound by the variation of the terms of the Notes, if necessary, to give effect to the exercise of the UK Bail-in Power by the Resolution Authority.

Accordingly, the UK Bail-in Power may be exercised in such a manner as to result in Noteholders losing all or a part of the value of their investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may have significantly fewer protections than those typically afforded to debt securities. Moreover, the Resolution Authority may exercise the UK Bail-in Power without providing any advance notice to, or requiring the consent of, the Noteholders. In addition, under the Conditions, the exercise of the UK Bail-in Power by the Resolution Authority with respect to the Notes is not an Event of Default, Enforcement Event or default for any purpose. See also "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes" above.

The Conditions contain provisions which may permit their modification without the consent of all Noteholders and confer significant discretions on the Trustee which may be exercised without the consent of the Noteholders and without regard to the individual interests of particular Noteholders, including the release of Guarantors

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), M&G Trustee Company Limited (the "Trustee") shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number).

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Conditions also provide that (in respect of Tier 2 Notes only, subject to prior notice or consent of the PRA (if so required by the Capital Regulations)) the Trustee may subject as provided in the Trust Deed, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine without the consent of the Noteholders that any Event of Default, Enforcement Event or potential Event of Default shall not be treated as such.

The Conditions and the Trust Deed also provide for the substitution of another company as principal debtor under any Notes in place of the Issuer, in the circumstances described in the Trust Deed (in respect of Tier 2 Notes only, subject to prior notice or consent of the PRA (if so required by the Capital Regulations)) and for the addition of other companies in the Group as additional guarantors of the Senior Notes as referred to in Condition 14 (Meetings of Noteholders, Modification, Waiver and Substitution). In addition, under the Trust Deed, if a Guarantor is not for the time being a guarantor under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer (as defined in the Conditions), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. As at the date of this Offering Circular, the Issuer has no Facilities Agreement or Relevant Indebtedness outstanding.

In addition, pursuant to Condition 4.3(g) (Interest - Benchmark Replacement) certain changes may be made to the interest calculation provisions of the Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Noteholders.

The value of the Notes could be adversely affected by a change in English law or administrative practice

The Conditions are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular and any such change could materially adversely impact the value of any Notes affected by it.

In addition, any change in law or regulation that triggers a Tax Event would entitle the Issuer, at its option (subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes), if applicable), to redeem any Notes, in whole but not in part as provided in Condition 6.2 (Redemption for tax reasons) or (in the case of Tier 2 Notes) to substitute the Tier 2 Notes or vary the terms of the Tier 2 Notes so that they remain or become Qualifying Tier 2 Notes as provided under Condition 6.11 (Substitution or Variation of Tier 2 Notes). Furthermore, any change in law or regulation that triggers a Capital Disqualification Event would entitle the Issuer, at its option (subject to Condition 6.12 (Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes)), to redeem the Tier 2 Notes, in whole but not in part, or to substitute the Tier 2 Notes or vary the terms of the Tier 2 Notes so that they remain or become Qualifying Tier 2 Notes as provided under Condition 6.3 (Redemption due to Capital Disqualification Event) and Condition 6.11 (Substitution or Variation of Tier 2 Notes).

Such legislative and regulatory uncertainty could also affect an investor's ability to accurately value the Notes and, therefore, affect the trading price of the Notes given the extent and impact on the Notes that one or more regulatory or legislative changes, including those described above, could have on the Notes.

The changes following the implementation of the Basel III/IV reforms in the UK may have an impact on the capital requirements in respect of the Notes and/or on incentives to hold the Notes for investors that are subject to requirements that follow the relevant framework and, as a result, may affect the liquidity and/or value of the Notes. Investors should consult their own advisers as to the regulatory capital requirements in respect of the Notes and as to the consequences for and effect on them of any changes to the Basel framework (including the changes described above) and the relevant implementing measures.

Furthermore, the financial services industry continues to be the focus of significant regulatory change and scrutiny (for example, the recent enactment in the UK of the Financial Services and Markets Act 2023 and the Retained EU Law (Revocation and Reform) Act 2023) which may adversely affect the Group's business, financial performance, capital and risk management strategies. Such regulatory changes, and the resulting actions taken to address such regulatory changes, may have an adverse impact on the Group's, and therefore the Issuer's and any Guarantor's, performance and financial condition. It is not yet possible to predict the detail of such legislation or regulatory rulemaking or the ultimate consequences to the Group or the Noteholders, which could be material. See also "The exercise by the relevant resolution authority of a variety of statutory powers could materially adversely affect the value of the Notes".

There is no restriction on the amount or type of further securities or indebtedness that the Issuer, the Guarantors or their subsidiaries may issue, incur or guarantee

Subject to complying with any relevant regulatory requirements, there is no restriction on the amount or type of further securities or indebtedness that the Issuer, the Guarantors or their subsidiaries may issue, incur or guarantee, as the case may be, that rank senior to, or pari passu with, the Notes, as the case may be. The issue or guaranteeing of any such further securities or indebtedness may reduce the amount recoverable by Noteholders on a liquidation or winding-up of the Issuer or any of the Guarantors and may limit the Issuer's and/or the Guarantor's ability to meet its obligations under the Notes and/or the Guarantee.

Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued

In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in their account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a nominal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in its account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a nominal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination.

If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.

Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, holders of the Notes will have to rely on their procedures for transfer, payment and communication with the Issuer and/or the Guarantor.

Notes issued under the Programme may be represented by one or more Global Bearer Notes or Global Registered Notes (together the "Global Notes") (as the case may be). Such Global Notes will be deposited with a common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the relevant Global Note, holders of the Notes will not be entitled to receive definitive Notes or, in the case of Global Registered Notes, Individual Note Certificates. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Notes are represented by one or more Global Notes, holders of the Notes will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg and their participants.

While the Notes are represented by one or more Global Notes the Issuer and the Guarantor will discharge their payment obligations under the Notes by making payments to the common depositary or common safekeeper, as the case may be, for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the relevant Notes. The Issuer and the Guarantor have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

RISKS RELATED TO MARKETS GENERALLY

An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell their Notes

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. If a Tranche of Notes is issued to a single investor or a limited number of investors, this may result in an even more illiquid or volatile market in such Notes. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes and, in respect of Senior Notes only, the Guarantors will make any payments under the Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currencyequivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

The value of Fixed Rate Notes may be adversely affected by movements in market interest rates

Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes and the interest paid under Fixed Rate Notes will be less than the then applicable market interest rate.

The credit ratings may not be reliable, and changes to the credit ratings could affect the value of the Notes

One or more independent credit rating agencies may assign credit ratings to the Issuer or the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.

In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not (1) issued by a credit rating agency established in the EEA and registered under the EU CRA Regulation or (2) endorsed by a credit rating agency established in the EEA and registered under the EU CRA Regulation or (3) provided by a credit rating agency which is certified under the EU CRA Regulation. In general, UK regulated investors are restricted from using a rating for regulatory purposes if such rating is not (1) issued by a credit rating agency established in the UK and registered under the UK CRA Regulation or (2) endorsed by a credit rating agency established in the UK and registered under the UK CRA Regulation or (3) provided by a credit rating agency which is certified under the UK CRA Regulation.

If the status of the rating agency rating the Notes changes, certain regulated investors may no longer be able to use the rating for regulatory purposes and the Notes may have a different regulatory treatment. This may result in certain regulated investors selling the Notes which may impact the value of the Notes and any secondary market.

If the Issuer determines to no longer maintain one or more ratings, or if any credit rating agency withdraws, suspends or downgrades the credit ratings of the Issuer or the Notes, or if such a withdrawal, suspension or downgrade is anticipated (or any credit rating agency places the credit ratings of the Issuer or, if applicable, the Notes on "credit watch" status in contemplation of a downgrade, suspension or withdrawal), whether as a result of the factors described above or otherwise, such event could adversely affect the liquidity or market value of the Notes (whether or not the Notes had an assigned rating prior to such event).

DOCUMENTS INCORPORATED BY REFERENCE

This section contains a description of the information that is incorporated by reference in this Offering Circular.

The following documents which have previously been published or are published simultaneously with this Offering Circular and have been filed with the Financial Conduct Authority shall be incorporated in, and form part of, this Offering Circular:

• (a) the auditor's review report and the unaudited consolidated reviewed interim financial statements of the Issuer in respect of the six months ended 30 June 2023 (the "2023 Group Interim Financial Statements") (set out on pages 19 to 41 of the half year interim results announcement of the Issuer) available at https://www.vanquisbankinggroup.com/application/files/8216/9049/1806/H1- 23\_VBG\_Interim\_announcement\_FINAL.pdf;
• (b) the sections entitled (i) "Financial Review" on pages 9 to 18 and (ii) "Alternative Performance Measures" on pages 42-43 of the 2023 Group Interim Financial Statements available at https://www.vanquisbankinggroup.com/application/files/8216/9049/1806/H1- 23\_VBG\_Interim\_announcement\_FINAL.pdf;
• (c) the auditor's reports and audited consolidated annual financial statements of the Issuer for the financial year ended 31 December 2022 (the "2022 Group Financial Statements") appearing on pages 153 to 228 of the Issuer's Annual Report and Financial Statements 2022 available at https://www.vanquisbankinggroup.com/application/files/2616/8129/0146/Vanquis\_Banking\_Gro up\_plc\_Annual\_Report\_and\_Financial\_Statements\_2022.pdf;
• (d) the sections entitled "Key performance indicators and "Alternative Performance Measures" on pages 24 to 25 and 229 to 234 respectively of the Issuer's Annual Report and Financial Statements 2022 available at https://www.vanquisbankinggroup.com/application/files/2616/8129/0146/Vanquis\_Banking\_Gro up\_plc\_Annual\_Report\_and\_Financial\_Statements\_2022.pdf;
• (e) the auditor's reports and audited consolidated annual financial statements of the Issuer for the financial year ended 31 December 2021 (the "2021 Group Financial Statements") appearing on pages 193 to 270 of the Issuer's Annual Report and Financial Statements 2021 available at https://www.vanquisbankinggroup.com/application/files/2316/5226/6337/Provident\_Financial\_pl c\_Annual\_Report\_and\_Financial\_Statements\_2021.pdf;
• (f) the Pillar 3 Disclosures of the Issuer for the financial year ended 31 December 2022 (the "Pillar 3 Disclosures") available at https://www.vanquisbankinggroup.com/application/files/3616/8129/0429/Vanquis\_Banking\_Gro up\_plc\_Pillar\_3\_Disclosures\_2022.pdf;
• (g) the Pillar 3 Disclosures of the Issuer for the six months ended 30 June 2023 (the "2023 Interim Pillar 3 Disclosures") available at https://www.vanquisbankinggroup.com/application/files/3716/9279/4969/30.06.23\_VANQ\_Pilla r\_3\_disclosures\_v.FINAL.pdf;
• (h) the auditor's reports and audited annual financial statements of Provident Financial Holdings Limited for the financial year ended 31 December 2022 appearing on pages 9 to 24 of Provident Financial Holdings Limited's Annual Report and Financial Statements 2022 available at https://www.vanquisbankinggroup.com/application/files/5016/9512/3954/PFH\_Annual\_Report\_a nd\Financial\_Statements\-\_Year\_Ending\_Dec\_2022.pdf. Pursuant to section 400 of the Companies Act 2006, Provident Financial Holdings Limited is not required to prepare group accounts;
• (i) the auditor's reports and audited annual financial statements of Provident Financial Holdings Limited in respect of its initial accounting period which commenced on 4 December 2020 (being its date of incorporation) and ended on 31 December 2021, appearing on pages 9 to 24 of Provident Financial Holdings Limited's Annual Report 2021 available at https://www.vanquisbankinggroup.com/application/files/7416/6266/3513/PFH\_2021\_accounts\_f

ully\_signed\_002.pdf. Pursuant to section 400 of the Companies Act 2006, Provident Financial Holdings Limited is not required to prepare group accounts;

• (j) the auditor's reports and audited annual financial statements of Moneybarn No.1 Limited for the financial year ended 31 December 2022 appearing on pages 15 to 49 of Moneybarn No.1 Limited's Annual Report 2022 available at https://www.vanquisbankinggroup.com/application/files/6616/8597/4534/Moneybarn\No1\_Ltd\ Statutory\_Accounts\_2022\_FINAL\_SIGNED.pdf;
• (k) the auditor's reports and audited annual financial statements of Moneybarn No.1 Limited for the financial year ended 31 December 2021 appearing on pages 13 to 47 of Moneybarn No.1 Limited's Annual Report 2021 available at https://www.vanquisbankinggroup.com/application/files/8416/5226/6221/Moneybarn\_No1\_Limi ted\_Statutory\_Accounts\_2021\_SIGNED.pdf; and
• (l) the terms and conditions set out on pages 54 to 96 of the base prospectus dated 23 September 2021 relating to the Programme under the heading "Terms and Conditions of the Notes" (the "2021 Conditions") available at https://www.rns-pdf.londonstockexchange.com/rns/7891M\_1- 2021-9-23.pdf.

Copies of documents specified above as containing information incorporated by reference in this Offering Circular may be inspected free of charge at the registered office of the Issuer and on the Issuer's website at www.vanquisbankinggroup.com.

Any information contained in or incorporated by reference in any of the documents specified above which is not incorporated by reference in this Offering Circular is either not relevant to investors or is covered elsewhere in this Offering Circular and, for the avoidance of doubt, unless specifically incorporated by reference into this Offering Circular, information contained on the website does not form part of this Offering Circular. Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular.

Following the publication of this Offering Circular a supplement may be prepared by the Issuer and approved by the FCA in accordance with Article 23 of the UK Prospectus Regulation. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Offering Circular or in a document which is incorporated by reference in this Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Offering Circular.

FINAL TERMS AND DRAWDOWN OFFERING CIRCULAR

In this section the expression "necessary information" means, in relation to any Tranche of Notes, the necessary information which is material to an investor for making an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, the Guarantors and the Group and of the rights attaching to the Notes and the reasons for the issuance and the impact of such issuance on the Issuer, the Guarantors and the Group, as required by the UK Prospectus Regulation. In relation to the different types of Notes which may be issued under the Programme, the Issuer and the Guarantors have included in this Offering Circular all of the necessary information except for information relating to the Notes which is not known at the date of this Offering Circular and which can only be determined at the time of an individual issue of a Tranche of Notes.

Any information relating to the Notes which is not included in this Offering Circular and which is required in order to complete the necessary information in relation to a Tranche of Notes will be contained either in the relevant Final Terms or in a Drawdown Offering Circular.

For a Tranche of Notes which is the subject of Final Terms, those Final Terms will, for the purposes of that Tranche only, supplement this Offering Circular and must be read in conjunction with this Offering Circular in order to obtain all necessary information. The terms and conditions applicable to any particular Tranche of Notes which is the subject of Final Terms are the Conditions described in the relevant Final Terms as supplemented to the extent described in the relevant Final Terms.

The terms and conditions applicable to any particular Tranche of Notes which is the subject of a Drawdown Offering Circular will be the Conditions as supplemented, amended and/or replaced to the extent described in the relevant Drawdown Offering Circular. In the case of a Tranche of Notes which is the subject of a Drawdown Offering Circular, each reference in this Offering Circular to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Offering Circular unless the context requires otherwise.

Each Drawdown Offering Circular will be constituted by a single document containing the necessary information relating to the Issuer and the Guarantors and the relevant Notes.

DESCRIPTION OF THE NOTES

Bearer Notes

Each Tranche of Notes in bearer form ("Bearer Notes") issued under this £2,000,000,000 Euro Medium Term Note Programme (the "Programme") will be initially issued in the form of a temporary global note (a "Temporary Global Note") or, if so specified in the relevant Final Terms, a permanent global note (a "Permanent Global Note") which, in either case, will:

• if the Global Bearer Notes are intended to be issued in new global note ("NGN") form, as stated in the relevant Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"); and
• if the Global Bearer Notes are not intended to be issued in NGN form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the "Common Depositary") for, Euroclear and Clearstream, Luxembourg.

Where the Global Bearer Notes issued in respect of any Tranche are in NGN form, Euroclear and Clearstream, Luxembourg will be notified whether or not such Global Bearer Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Global Bearer Notes are to be so held does not necessarily mean that the Bearer Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria and, as at the date of this Offering Circular, pursuant to the additional eligibility criteria set out in Article 81a(3) of Guideline (EU) 2015/510 (as amended), the Notes do not satisfy the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream, Luxembourg, as indicated in the relevant Final Terms.

Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Bearer Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Bearer Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Agent.

On and after the date (the "Exchange Date") which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (a) interests in a Permanent Global Note of the same Series or (b) definitive Notes of the same Series with, where applicable, interest coupons and talons attached (as indicated in the relevant Final Terms and subject, in the case of definitive Notes, to such notice period as is specified in the relevant Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification.

The relevant Final Terms will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, interest coupons and talons attached upon either (a) the expiry of such period of notice as may be specified in the Final Terms (b) at any time, if so specified in the Final Terms or (c) only upon the occurrence of an Exchange Event. For these purposes, "Exchange Event" means that (i) an Event of Default (as defined in Condition 9) has occurred and is continuing, or (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Global Note in definitive form and a certificate to such effect signed by two Directors of the Issuer is given to the Trustee. The Issuer will promptly give notice to Noteholders in accordance with Condition 13 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Agent.

In the case of any Tranche of Bearer Notes having a maturity of more than 365 days, the Bearer Notes in global form, the Notes in definitive form and any Coupons and Talons appertaining thereto will bear a legend to the following effect:

"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Bearer Notes or interest coupons and will not be entitled to capital gains treatment of any gain in respect of any sale, disposition, redemption or payment of principal in respect of such Bearer Notes or interest coupons.

The terms and conditions applicable to any Global Bearer Note will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described in the relevant Global Bearer Note.

Registered Notes

Each Tranche of Notes in registered form ("Registered Notes") will be represented by either individual note certificates in registered form ("Individual Note Certificates") or a global note in registered form (a "Global Registered Note"), in each case as specified in the relevant Final Terms.

In a press release dated 22 October 2008, "Evolution of the custody arrangement for international debt securities and their eligibility in Eurosystem credit operations", the ECB announced that it had assessed the new holding structure and custody arrangements for registered notes which the ICSDs had designed in cooperation with market participants and that Notes to be held under the new structure (the "New Safekeeping Structure" or "NSS") would be in compliance with the "Standards for the use of EU securities settlement systems in ESCB credit operations" of the central banking system for the euro (the "Eurosystem"), subject to the conclusion of the necessary legal and contractual arrangements. The press release also stated that the new arrangements for Notes to be held in NSS form will be offered by Euroclear and Clearstream, Luxembourg as of 30 June 2010 and that registered debt securities in global registered form issued through Euroclear and Clearstream, Luxembourg after 30 September 2010 will only be eligible as collateral in Eurosystem operations if the New Safekeeping Structure is used.

The relevant Final Terms will indicate whether such Registered Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Registered Notes are to be so held does not necessarily mean that the Registered Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria and, as at the date of this Offering Circular, pursuant to the additional eligibility criteria set out in Article 81a(3) of Guideline (EU) 2015/510 (as amended), the Notes do not satisfy the Eurosystem eligibility criteria.

Each Global Registered Note will either be: (a) in the case of a Registered Note which is not to be held under the new safekeeping structure ("New Safekeeping Structure" or "NSS"), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Global Registered Note will be deposited on or about the issue date with the common depositary and will be exchangeable in accordance with its terms; or (b) in the case of a Registered Note to be held under the New Safekeeping Structure, be registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the relevant Global Registered Note will be deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg and will be exchangeable for Individual Note Certificates in accordance with its terms.

If the relevant Final Terms specifies the form of Registered Notes as being "Global Registered Note exchangeable for Individual Note Certificates", then the Registered Notes will initially be in the form of a Global Registered Note which will be exchangeable in whole, but not in part, for Individual Note Certificates:

• on the expiry of such period of notice as may be specified in the relevant Final Terms; or
• at any time, if so specified in the relevant Final Terms; or
• if the relevant Final Terms specifies "in the limited circumstances described in the "Global Registered Note", then if either of the following events occurs:
  • (a) if Euroclear, Clearstream, Luxembourg or any other relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or
  • (b) an Event of Default (as defined in Condition 9 (Events of Default and Enforcement)) occurs and the Notes become due and payable; or
  • (c) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by Individual Note Certificate(s) and a certificate to such effect signed by two Directors of the Issuer is given to the Trustee.

Whenever a Global Registered Note is to be exchanged for Individual Note Certificates, the Issuer shall procure that Individual Note Certificates will be issued in an aggregate nominal amount equal to the nominal amount of the Global Registered Note within five business days of the delivery, by or on behalf of the registered holder of the Global Registered Note to the Registrar of such information as is required to complete and deliver such Individual Note Certificates against the surrender of the Global Registered Note at the specified office of the Registrar.

Such exchange will be effected in accordance with the provisions of the Trust Deed and the Agency Agreement and the regulations concerning the transfer and registration of Registered Notes scheduled to the Agency Agreement and, in particular, shall be effected without charge to any holder, but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such exchange.

The terms and conditions applicable to any Individual Note Certificate will be endorsed on that Individual Note Certificate and will consist of the terms and conditions set out under "Terms and Conditions of the Notes" below and the provisions of the relevant Final Terms which complete those terms and conditions.

The terms and conditions applicable to any Global Registered Note will differ from those terms and conditions which would apply to the Note were it in definitive form to the extent described in the relevant Global Registered Note.

General

Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.

Pursuant to the Agency Agreement (as defined in the Conditions), the Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche unless the distribution compliance period applicable to the existing Tranche of Notes has been extended.

Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the relevant Final Terms or as may otherwise be approved by the Issuer, the Agent and the Trustee.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors (as applicable) unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing. No Noteholder or Couponholder of such Series shall be entitled to institute proceedings for the winding up of the Issuer and/or any Guarantor (as applicable), or to prove in a Winding Up or Qualifying Procedure, except that if the Trustee, having become bound to proceed directly against the Issuer and/or any Guarantor (as applicable) fails so to do within a reasonable period and the failure shall be continuing, then any Noteholder or Couponholder of such Series may, on giving an indemnity satisfactory to the Trustee, in the name of the Trustee (but not otherwise) himself institute proceedings for the winding up of the Issuer and/or any Guarantor (as applicable) and/or prove in such Winding Up or Qualifying Procedure to the same extent (but not further or otherwise) that the Trustee would have been entitled so to do.

FORM OF FINAL TERMS

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the Financial Services and Markets Act 2000 (the "FSMA") to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

[EU MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market.] Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. [Consider any negative target market]. Any person subsequently offering, selling or recommending the Notes (a "distributor")]/[distributor] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (as modified or amended from time to time, the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are ["prescribed capital markets products "]/["capital markets products other than prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).]

Final Terms dated [Date]

VANQUIS BANKING GROUP PLC

(formerly known as Provident Financial plc)

Legal entity identifier (LEI): 213800U93SZC44VXN635

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] [Guaranteed by Moneybarn No.1 Limited and Provident Financial Holdings Limited] 1 under the £2,000,000,000 Euro Medium Term Note Programme

PART A — CONTRACTUAL TERMS

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 9 November 2023 [and the supplemental Offering Circular dated [•]] which [together] constitute[s] a base prospectus for the purposes of Regulation EU 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation") (the "Offering Circular"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Offering Circular [as so supplemented] in order to obtain all relevant information. Full information on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular [as so supplemented]. The Offering Circular [and the supplement[s] to it] [is] [are] published on [www.vanquisbankinggroup.com].]

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Offering Circular dated [23 September 2021] which are incorporated by reference in the Offering Circular dated 9 November 2023. This document constitutes the Final Terms of the Notes described herein for the purposes of Regulation EU 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation") and must be read in conjunction with the Offering Circular dated 9 November 2023 [and the supplement[s] to it dated [•] [and [•]] which [together] constitute[s] a base prospectus for the purposes of the UK Prospectus Regulation (the "Offering Circular"), including the Conditions in order to obtain all relevant information. Full information on the Issuer[, the Guarantors] and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Conditions and the Offering Circular [as so supplemented]. The Offering Circular [and the supplement[s] to it] [is] [are] published on [www.vanquisbankinggroup.com].]

1.	(a)	Issuer:	Vanquis Banking Group plc
	(b)	[Guarantors:	[Moneybarn No.1 Limited
2.	(a)	Series Number:	Provident Financial Holdings Limited] / [Not Applicable] [ ]
	(b)	Tranche Number:	[ ]

¹ To be deleted for Tier 2 Notes.

	(c)	[Date on which the Notes will be consolidated and form a single Series:	[The Notes will be consolidated and form a single Series with [ ] on [the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [26] below, which is expected to occur on or about [ ]][Not Applicable]
3.		Specified Currency or Currencies:	[ ]
4.	Aggregate Nominal Amount
	(a)	Series:	[ ]
	(b)	Tranche:	[ ]
5.	Issue Price:		[ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [ ]]
6.	(a)	Specified Denominations:	[ ] [and integral multiples of [•] in excess thereof up to and including [•]]
	(b)	Calculation Amount:	[ ]
7.	(a)	Issue Date:	[ ]
	(b)	Interest Commencement Date:	[[ ]/Issue Date/Not Applicable]]
8.	Maturity Date:		[[ ]/Interest Payment Date falling in or nearest to [ ]]
9.	(a)	Interest Basis:	[[ ] per cent. Fixed Rate] [[Reset Notes] [[[ ] month [EURIBOR] +/- [ ] per cent. Floating Rate] [Floating Rate [SONIA] Zero Coupon]
			(see paragraph 14/15/16 below)
	(b)	Interest Rate Adjustment:	[Applicable/Not Applicable]
	(c)	[Step-Up Margin:	[ ] per cent. per annum]]
10.	Redemption/Payment Basis:		Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [ ] per cent. of their nominal amount.
11.	Change of Interest Basis:		[ ] [Not Applicable]
12.		Put/Call Options:	[Investor Put]
			[Issuer Call]
			[Clean-Up Call] [(see paragraph[s] [21]/[22]/[23] below)]
13.	(a)	Status of the Notes:	[Senior Notes]/[Tier 2 Notes]
	(b)	Status of the Guarantee:	[Senior][Not Applicable]
	(c)	[Date [Board] approval for issuance of Notes [and	[ ] [and [ ], respectively]]

Guarantee] obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	[Applicable/Not Applicable]
	(a)	Rate(s) of Interest:	[[ ] per cent., per annum payable on each Interest Payment Date in arrear / Initial Rate of Interest ]
	(b)	Initial Rate of Interest:	[[ ]/Not Applicable]2
	(c)	Interest Payment Date(s):	[[ ] in each year up to and including the Maturity Date]
	(d)	Fixed Coupon Amount(s): (Applicable to Notes in definitive form)	[ ] per Calculation Amount
	(e)	Broken Amount(s): (Applicable to Notes in definitive form.)	[[ ] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [ ]] [Not Applicable]
	(f)	Day Count Fraction:	[30/360]/[Actual/Actual (ICMA)]
	(g)	[Determination Date(s):	[[ ] in each year] [Not Applicable]
	(h)	Other terms relating to the method of calculating interest for Fixed Rate Notes:	[None/ ]
15.		Reset Note Provisions	[Applicable/Not Applicable]
	(a)	Initial Rate of Interest:	[•] per cent. per annum payable in arrear [on each Interest Payment Date]
	(b)	First Margin:	[+/-][•] per cent. per annum
	(c)	Subsequent Margin:	[[+/-][•] per cent. per annum] [Not Applicable]
	(d)	Interest Payment Date(s):	[•] [and [•]] in each year up to and including the Maturity Date[[in each case,] subject to adjustment in accordance with paragraph 15(p)]
	(e)	Fixed Coupon Amount up to (but excluding) the First Reset Date:	[[•] per Calculation Amount][Not Applicable]
	(f)	Broken Amount(s):	[[•] per Calculation Amount payable on the Interest Payment Date falling [in/on] [•]][Not Applicable]
	(g)	Reset Reference Rate:	[Reference Bond Rate] [Mid-Swap Rate [and Reference Bond Rate as the fallback Reset Reference Rate to the Mid-Swap Rate]]

² Only applicable where there is an Interest Rate Adjustment

	(i)	Subsequent Reset Date(s):	[•] [and [•]] [subject to adjustment in accordance with paragraph 15(p)]
	(j)	Relevant Screen Page:	[•]
	(k)	Mid-Swap Rate:	[Single Mid-Swap Rate/Mean Mid-Swap Rate]
	(l)	Mid-Swap Maturity:	[•]
		• Mid-Swap Floating Leg Benchmark Rate:	[ ]
	(m)	Reference Bond Rate:	[Applicable]/[Not Applicable]/[Applicable as fallback]
	(n)	Day Count Fraction:	[30/360]/[Actual/Actual (ICMA)]
	(o)	Determination Dates:	[•] in each year
	(p)	Business Day Convention:	[Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention]
	(q)	Business Centre(s):	[•]
	(r)	Calculation Agent:	[•] / [Not Applicable]
	(s)	Original Mid-Swap Rate Basis:	[Annual/Semi-annual/Quarterly/Monthly]
	(t)	Initial Mid-Swap Rate Final Fallback:	[Applicable/Not Applicable]
		[ - Initial Mid-Swap Rate	[•] per cent.]
	(u)	Reset Period Maturity Initial Mid Swap Rate Final Fallback:	[Applicable/Not Applicable]
		[ - Reset Period Maturity Initial Mid Swap Rate:	[•] per cent.]
	(v)	Last Observable Mid-Swap Rate Final Fallback:	[Applicable/Not Applicable]
	(w)	Subsequent Reset Rate Mid-Swap Rate Final Fallback:	[Applicable/Not Applicable]
	(x)	Subsequent Reset Rate Last Observable Mid-Swap Rate Final Fallback:	[Applicable/Not Applicable]
16.		Floating Rate Note Provisions	[Applicable/Not Applicable]
	(a)	Specified Period(s)/ Specified Interest Payment Dates:	[ ]
	(b)	Business Day Convention:	[Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention]
	(c)	Additional Business Centre(s):	[ ]

(d)		Manner in which the Rate of Interest and Interest Amount is to be determined:		[Screen Determination]	Rate		Determination/ISDA
(e)	Agent):	Party responsible for calculating the Rate of Interest and Interest Amount (if not the Calculation	[	]
(f)	Screen Rate Determination:			[Applicable/Not Applicable]
	•	Reference Rate:		Reference	Rate: [EURIBOR][SONIA]	[[	]	month
	•	Observation Method:					[Lag / Observation Shift / Not Applicable]
	•	Interest Determination Date(s):	[	]
	•	"p":	[	]
	•	Relevant Screen Page:	[	]
(g)		ISDA Determination:				[Applicable/Not Applicable]
	•	ISDA Definitions:		[2006 Definitions]	ISDA		Definitions/2021	ISDA
	•	Floating Rate Option:	[	]
	•	Designated Maturity:	[	]
	•	Reset Date:	[[				]/[as specified in the ISDA Definitions]/ /[the first day of the relevant Interest Period, subject to adjustment in accordance with the Business Day Convention set out in [(b)] above and as specified in the ISDA Definitions]]
	•	Compounding:				[Applicable/Not Applicable]
		- Compounding Method:				[Compounding with Lookback
							Lookback: [•] Applicable Business Days]
							[Compounding with Observation Period Shift
				Observation	Period Period Shift Business Days	Shift:	[•]	Observation
						Days: [•] / [Not Applicable]]	Observation Period Shift Additional Business
						[Compounding with Lockout
							Lockout: [•] Lockout Period Business Days
				Business Days]]			Lockout Period Business Days: [•]/[Applicable
	•	Averaging:				[Applicable/Not Applicable]
		- Averaging Method:			[Averaging with Lookback

			Lookback: [•] Applicable Business Days]
			[Averaging with Observation Period Shift
			Observation Period Shift: [•] Observation Period Shift Business Days
			Observation Period Shift Additional Business Days: [•]/[Not Applicable]]
			[Averaging with Lockout
			Lookout: [•] Lockout Period Business Days
			Lockout Period Business Days: [•]/[Applicable Business Days]
		• Index Provisions:
		- Index Method:	Compounded Index Method with Observation Period Shift
			Observation Period Shift: [•] Observation Period Shift Business Days
			Observation Period Shift Additional Business Days: [•] / [Not Applicable]
	(h)	Linear Interpolation	[Not Applicable/Applicable – the Rate of Interest for the [long/short]/[first/last] Interest Period shall be calculated using Linear Interpolation]
	(i)	Margin(s):	[[+/-] [ ] per cent. per annum] [Not Applicable]
	(j)	Minimum Rate of Interest:	[[ ] per cent. per annum] [Not Applicable]
	(k)	Maximum Rate of Interest:	[[ ] per cent. per annum] [Not Applicable]
	(l)	Day Count Fraction:	[Actual/Actual (ISDA)
			Actual/365 (Fixed)
			Actual/365 (Sterling)
			Actual/360
			30/360
			30E/360
			30E/360 (ISDA)]
17.		Zero Coupon Note Provisions	[Applicable/Not Applicable]
	(a)	Accrual Yield:	[ ] per cent. per annum
	(b)	Reference Price:	[ ]
	(c)	Any other formula/basis of determining amount payable:	[ ]

(d)	Day Count Fraction in relation to Early Redemption Amounts:	[30/360]
		[Actual/360]
		[Actual/365]

PROVISIONS RELATING TO REDEMPTION

18.	Notice periods for Condition 6.2:				Minimum period: [[5]/[•] Business Days
						Maximum period: [ ] days
19.			Notice periods for Condition 6.3:			[Minimum period: [[5]/[•] Business Days
						Maximum period: [ ] days]
20.			Notice periods for Condition 6.11:			[Minimum period: [[5]/[•] Business Days
					Maximum period: [ ] days]
21.		Issuer Call:			[Applicable/Not Applicable]
	(a)	Optional Redemption Date(s):			[ ]
	(b)	Optional Redemption Amount and method, if any, of calculation		[[•] per Calculation Amount]/[/Make Whole Redemption Amount]]
		of such amount(s):			[If the Optional Redemption Date falls before the date falling [•] days/months prior to the Maturity Date: [[•] per Calculation Amount]/[Make Whole Redemption Amount]
					If the Optional Redemption Date falls on or after the date falling [•] days/months prior to the Maturity Date: [•] per [Calculation Amount]/[ Make Whole Redemption Amount]
	(c)		If redeemable in part:
		(i)	Minimum Amount:	Redemption	[	]
		(ii)	Maximum Amount:	Redemption	[	]
	(d)	Notice periods:		Minimum period: [[5]/[•]] Business Days
				Maximum period: [ ] Business Days
					Minimum period for publication of serial numbers of Redeemed Notes if Notes in definitive form: [[ ] days/Not Applicable]
	(e)	Calculation Date:		[•], being the date set out in the notice of redemption
	(f)	Make-Whole Margin:		Redemption		[•]/Not Applicable
	(g)		Reference Security:			[•]/Not Applicable
	(h)		Quotation Time:			[•]/Not Applicable

	(i)	Calculation Agent:	[•]
22.	Investor Put:		[Applicable/Not Applicable]3
	(a)	Optional Redemption Date(s):	[ ]
	(b)	Optional Redemption Amount and method, if any, of calculation of such amount(s):	[[ ]/[Par] per Calculation Amount/Make-Whole Amount]
	(c)	Notice periods:	Minimum period: [15] Business Days
			Maximum period: [ ] Business Days
23.		Clean-up Call Option:	[Applicable/Not Applicable]
	(a)	Clean-up Call Threshold:	[ ]
	(b)	Notice Period:	[ ]
	(c)	Optional Redemption Amount (Clean-up Call):	[ ]
24.		Final Redemption Amount:	[[ ] per Calculation Amount]
25.		Early Redemption Amount payable on redemption (a) following the occurrence of a Tax Event or (b) following the occurrence of a Capital Disqualification Event (in the case of Tier 2 Notes) or (c) on an event of default (in the case of Senior Notes) or enforcement event (in the case of Tier 2 Notes):	[[ ] per Calculation Amount]
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
26.		Form of Notes4 :
	(a)	Form:	Bearer Notes
			[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes on [[ ] days' notice/at any time/only upon an Exchange Event]

[Temporary Global Note exchangeable for definitive Notes on and after the Exchange Date]

[Permanent Global Note exchangeable for definitive Notes on [[ ] days' notice/at any

³ Note that the "Not Applicable" option should always be selected for Tier 2 Notes.

⁴ The exchange upon notice at any time option should not be expressed to be applicable if the Specified Denomination of the Notes is to the following effect: "[€100,000] and integral multiples of [€1,000] in excess thereof up to and including [€199,000]." Furthermore, such Specified Denomination construction is not permitted in relation to any issue of Notes which is to be represented on issue by a Temporary Global Note exchangeable for Definitive Notes.

time/only upon an Exchange Event ]

Registered Notes

[[Global Registered Note exchangeable for Individual Note Certificates]/[on [ ] days' notice/at any time/in the limited circumstances described in the Global Registered Note]]

[Individual Note Certificates]

(b) New Global Note: [Yes] [No] [Not Applicable]

1. Relevant Benchmark[s]: [[specify benchmark] is provided by [administrator legal name]][repeat as necessary]. As at the date hereof, [[administrator legal name][appears]/[does not appear]][repeat as necessary] in the register of administrators and benchmarks established and maintained by the FCA pursuant to [Article 36 (Register of administrators and benchmarks) of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA] [As far as the Issuer is aware, as at the date hereof, [specify benchmark] does not fall within the scope of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA.]/[As far as the Issuer is aware, as at the date hereof, [specify benchmark] does not fall within the scope of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA]/ [As far as the Issuer is aware, the transitional provisions in Article 51 of Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the EUWA, as amended apply, such that [name of administrator] is not currently required to obtain authorisation/registration (or, if located outside the UK, recognition, endorsement or equivalence)]/[Not Applicable]

(b) New Safekeeping Structure: [Yes] [No] [Not Applicable]

1. Additional Financial Centre(s): [Not Applicable/[T2/New York]

2. Talons for future Coupons to be attached to definitive Notes: [Yes/No]

THIRD PARTY INFORMATION

[[ ] has been extracted from [ ]. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [ ], no facts have been omitted which would render the reproduced information inaccurate or misleading.

Signed on behalf of Vanquis Banking Group plc [Signed on behalf of Moneybarn No.1 Limited and Provident Financial Holdings Limited

By: ..................................................................... By: .....................................................................

Duly authorised Duly authorised]

PART B — OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING (i) Listing and Admission to trading [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Main Market and admission to the Official List of the United Kingdom Financial Conduct Authority with effect from [ ].] [Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Main Market and admission to the Official List of the United Kingdom Financial Conduct Authority with effect from [ ].] (ii) Estimate of total expenses related to admission to trading: [ ] (iii) Reasons for the offer [[•]/See "Use of Proceeds" in the Offering Circular] (iv) Estimated net proceeds: [•] 2. RATINGS Ratings: [The Notes to be issued [have been]/[are expected to be] rated] [The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]: [] by []. [Insert legal name of particular credit rating agency entity providing rating] is [established in the EEA and registered under Regulation (EC) No 1060/2009, as amended (the "EU CRA Regulation")]/[•]. [Insert legal name of particular credit rating agency entity providing rating] is [established in the UK and registered under Regulation (EC) No 1060/2009 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK CRA Regulation")/[•]. [To include a brief explanation of the meaning of the ratings if this has previously been published by the rating provider.] 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[Save for any fees payable to the [Managers/Dealers] by the Issuer, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer [and the Guarantors] and [its/their] affiliates in the ordinary course of business.]

4. YIELD (Fixed Rate and Reset Notes Only)

Indication of yield: [ ]

[Yes][No]

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

• (i) ISIN: [ ]
• (ii) Common Code: [ ]
• [(iii) Intended to be held in a manner which would allow Eurosystem eligibility:

[Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper] [include this text for registered notes under the NSS structure]] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met.]

[Whilst the designation is specified as "No" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper [[, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper] [include this text for registered notes under the NSS structure]]. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]

[[Not Applicable/[]]

• (iv) Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):
• (v) Names and addresses of additional Paying Agent(s) or Transfer Agent(s) (if any): [ ]

6. DISTRIBUTION

(i)	U.S. Selling Restrictions:	[Reg. S Compliance Category 2; TEFRA D/TEFRA C/TEFRA not applicable]
(ii)	Stabilisation Manager(s) (if any):	[[ ]/Not Applicable]

TERMS AND CONDITIONS OF THE SENIOR AND TIER 2 NOTES

The following are the Terms and Conditions of the Senior and Tier 2 Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such Terms and Conditions. The relevant Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to the 'Form of the Notes' section for a description of the form of the Notes as specified in the Final terms as to which of such terms are to apply in relation to the relevant Notes.

This Note is one of a Series (as defined below) of Notes issued by Vanquis Banking Group plc (the "Issuer") constituted by an amended and restated trust deed (as modified and/or supplemented and/or restated from time to time, the "Trust Deed") dated 9 November 2023 made between the Issuer, Moneybarn No.1 Limited and Provident Financial Holdings Limited (in respect of Senior Notes only (as defined below)), (each a "Guarantor" and together, the "Guarantors") and M&G Trustee Company Limited (the "Trustee," which expression shall include any successor as Trustee).

References herein to the "Notes" shall be references to the Notes of this Series and shall mean:

• (a) in relation to any Bearer Notes or Registered Notes (as defined below) represented by a Global Bearer Note or Global Registered Note, as applicable (a "Global Note"), units of each Specified Denomination in the Specified Currency;
• (b) any Global Note; and
• (c) any definitive Notes issued in exchange for a Global Note.

The Notes, and the Coupons (as defined below) have the benefit of an amended and restated agency agreement (such agency agreement as amended and/or supplemented and/or restated from time to time, the "Agency Agreement") dated 9 November 2023 and made between the Issuer, the Guarantors (in respect of Senior Notes only), The Bank of New York Mellon, London Branch as issuing and principal paying agent and agent bank (the "Agent" which expression shall include any successor agent or paying agent appointed from time to time in connection with the Notes), The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar (the "Registrar", which expression includes any successor registrar appointed from time to time in connection with the Notes), the paying agents named therein (together with the Agent, the "Paying Agents", which expression includes any successor or additional paying agents appointed from time to time in connection with the Notes), the transfer agents named therein (together with the Registrar, the "Transfer Agents", which expression includes any successor or additional transfer agents appointed from time to time in connection with the Notes) and the Trustee.

Interest bearing definitive Bearer Notes have interest coupons ("Coupons") and, in the case of Bearer Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons ("Talons") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Global Notes do not have Coupons or Talons attached on issue.

The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which complete these Terms and Conditions (the "Conditions"). References to the "relevant Final Terms" are, unless otherwise stated, to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.

The Trustee acts for the benefit of the holders for the time being of the Notes (the "Noteholders", which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below) and the holders of the Coupons (the "Couponholders", which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.

As used herein, "Tranche" means Notes which are identical in all respects (including as to listing and admission to trading) and "Series" means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) have the same terms and conditions or terms and conditions which are the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue.

Copies of the Trust Deed and the Agency Agreement (and, where relevant, a copy of the certificate of the Issuer provided to the Trustee under Conditions 6.2 and 6.3) are available (a) for inspection and collection by Noteholders during normal business hours at the principal office for the time being of the Trustee being at M&G Trustee Company Limited Company Limited, 10 Fenchurch Avenue, London EC3M 5AG, United Kingdom and at the specified office of any Paying Agent or (b) electronically on request by emailing the Trustee at trustees@mandg.com (or such other email address as may be notified by the Trustee to the Issuer and the Noteholders). Copies of the relevant Final Terms will be published on the website of the London Stock Exchange plc through its Regulatory News Service. Noteholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed and the relevant Final Terms and the terms of the Agency Agreement which are applicable to them. The statements in the Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.

Words and expressions defined in the Trust Deed, the Agency Agreement or used in the relevant Final Terms shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the relevant Final Terms, the relevant Final Terms will prevail.

Any reference in these Conditions to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.

1. FORM, DENOMINATION AND TITLE

Bearer Notes

• (a) Notes that are in bearer form ("Bearer Notes") shall, in the case of definitive Notes, be serially numbered, in the Specified Currency and the Specified Denominations(s) (save that the minimum denomination of each Note will be €100,000 (or the equivalent in any other currency)). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.
• (b) Subject as set out below, title to Bearer Notes and any Coupons will pass by delivery. In the case of Bearer Notes, "Holder" means the holder of such Bearer Note or Coupon and "Noteholder" and "Couponholder" shall be construed accordingly. The Issuer, each of the Guarantors (in respect of Senior Notes only), the Paying Agent and the Trustee will (except as otherwise required by law) deem and treat the bearer of any Note or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
• (c) Bearer Notes which are represented by a Global Bearer Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the relevant Final Terms or as may otherwise be approved by the Issuer, the Agent and the Trustee.
• (d) For so long as any Bearer Notes are represented by a Global Bearer Note held on behalf of Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Bearer Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Bearer Notes standing to the

account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, each of the Guarantors (in respect of Senior Notes only), the Paying Agent and the Trustee as the holder of such nominal amount of such Bearer Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Bearer Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, each of the Guarantors (in respect of Senior Notes only), the Paying Agent and the Trustee as the holder of such nominal amount of such Bearer Notes in accordance with and subject to the terms of the relevant Global Note and the expressions "Noteholder" and "holder of Notes" and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Bearer Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Registered Notes

Registered Notes are in the Specified Denomination(s) (the minimum denomination of each Note will be €100,000 (or the equivalent in any other currency)).

• (e) The Registrar will maintain the register in accordance with the provisions of the Agency Agreement. A certificate (each, a "Note Certificate") will be issued to each Holder of Registered Notes in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register (as defined in the Agency Agreement). In the case of Registered Notes, "Holder" means the person in whose name such Registered Note is for the time being registered in the Register (or, in the case of a joint holding, the first named thereof) and "Noteholder" shall be construed accordingly.
• (f) Subject to paragraphs (i) and (j) below, a Registered Note may be transferred upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the specified office of the Registrar or any Transfer Agent, together with such evidence as the Registrar or (as the case may be) such Transfer Agent may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer; provided, however, that a Registered Note may not be transferred unless the nominal amount of Registered Notes transferred and (where not all of the Registered Notes held by a Holder are being transferred) the nominal amount of the balance of Registered Notes not transferred are Specified Denominations. Where not all the Registered Notes represented by the surrendered Note Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the Registered Notes will be issued to the transferor.
• (g) Within five business days of the surrender of a Note Certificate in accordance with paragraph (f) above, the Registrar will register the transfer in question and deliver a new Note Certificate of a like nominal amount to the Registered Notes transferred to each relevant Holder at its specified office or (as the case may be) the specified office of any Transfer Agent or (at the request and risk of any such relevant Holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant Holder. In this paragraph, "business day" means a day on which commercial banks are open for general business (including dealings in foreign currencies) in the city where the Registrar or (as the case may be) the relevant Transfer Agent has its specified office.
• (h) The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar or any Transfer Agent but against such indemnity as the Registrar or (as the case may be) such Transfer Agent may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.
• (i) Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Registered Notes.
• (j) All transfers of Registered Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Registered Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Noteholder who requests in writing a copy of such regulations.

General

• (k) Notes may be a Fixed Rate Note, a Reset Note, a Floating Rate Note, a Zero Coupon Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the relevant Final Terms.
• (l) Definitive Notes are issued with Coupons attached. If Notes are Zero Coupon Notes or are Registered Notes references to Coupons and Couponholders are not applicable.
• (m) In addition, the Notes will provide that the rights of Noteholders with regard to payments in respect thereof of principal or interest will either be (i) unsubordinated ("Senior Notes") or (ii) subordinated in the manner described under Condition 2.2(b) below and, on issue, with terms capable of qualifying as Tier 2 Capital (the "Tier 2 Notes"). The term "Tier 2 Capital" means tier 2 capital for the purposes of the Capital Regulations (as defined in Condition 6.13).
• (n) Only the Senior Notes have the benefit of the Guarantees as described in Condition 2.1 and all references in these Conditions to the Guarantees and the Guarantors shall be construed accordingly.
• (o) The Holder of any Note or Coupon shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or, in the case of Registered Notes, on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft thereof) and no Person shall be liable for so treating such Holder. No person shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999.

As used in these Conditions:

"Specified Currency" has the meaning given to it in the relevant Final Terms; and

"Specified Denominations(s)" has the meaning given to it in the relevant Final Terms.

2. STATUS OF THE NOTES AND THE GUARANTEE

The Notes are either Senior Notes or Tier 2 Notes, as specified in the relevant Final Terms.

2.1 Status of the Senior Notes and the Guarantee in respect of the Senior Notes

(a) Status of the Senior Notes

The Senior Notes and any relative Coupons (the "Senior Coupons") are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.

(b) Status of the Guarantee in respect of Senior Notes

The payment of principal and interest in respect of the Senior Notes and all other moneys payable by the Issuer under or pursuant to the Trust Deed in respect of the Senior Notes has been unconditionally and irrevocably guaranteed by the Guarantors on a joint and several basis in the Trust Deed (the "Guarantee"). The obligations of the Guarantors under the Guarantee are direct, unconditional, unsubordinated and (subject to the provisions of Condition 3) unsecured obligations of the Guarantors and (save for certain obligations required to be preferred by law) rank equally with all other unsecured obligations (other than subordinated obligations, if any) of the Guarantors, from time to time outstanding.

2.2 Status of the Tier 2 Notes

(a) Status of the Tier 2 Notes

The Tier 2 Notes and any relative Coupons are direct, unsecured and, in accordance with Condition 2.2(b) below, subordinated obligations of the Issuer and rank pari passu among themselves.

(b) Subordination

In the event of the Winding Up or a Qualifying Procedure (each as defined below) of the Issuer, the rights and claims of the holders of the Tier 2 Notes (the "Tier 2 Noteholders"), of the holders of the Coupons (if any) relating thereto (such Coupons, the "Tier 2 Coupons" (which expression includes, where the context so admits, the Talons (if any) relating to such Coupons (the "Tier 2 Talons") and such holders, the "Tier 2 Couponholders", which expression includes, where the context so admits, the holders of the Tier 2 Talons) and the Trustee (on behalf of Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of the Trustee in its personal capacity under the Trust Deed) against the Issuer in respect of or arising under the Tier 2 Notes and the relative Tier 2 Coupons and the Trust Deed (including any amounts attributable to the Tier 2 Notes and the relative Tier 2 Coupons and the Trust Deed and any damages awarded for breach of any obligations (if payable)) will (i) be subordinated in the manner provided in this paragraph (b) and in the Trust Deed to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims of Parity Creditors; and (iii) rank in priority to the claims of Junior Creditors and, accordingly, no amount shall be payable to the Tier 2 Noteholders or the Tier 2 Couponholders in respect of the Tier 2 Notes and the relative Tier 2 Coupons (if any) until the claims of all Senior Creditors admitted in the Winding Up or Qualifying Procedure have been satisfied.

(c) No set-off or netting

Subject to applicable law, no Tier 2 Noteholder or Tier 2 Couponholder nor the Trustee (on behalf of Tier 2 Noteholders and/or Tier 2 Couponholders but not the rights and claims of the Trustee in its personal capacity under the Trust Deed) may exercise or claim any right of set-off or netting in respect of any amount owed to it by the Issuer arising under or in connection with the Tier 2 Notes or the Tier 2 Coupons and each Tier 2 Noteholder and Tier 2 Couponholder shall, by virtue of its subscription, purchase or holding of any Tier 2 Note or Tier 2 Coupon, be deemed to have waived all such rights of set-off or netting. To the extent that any set-off or netting takes place, whether by operation of law or otherwise, between: (a) any amount owed by the Issuer to a Tier 2 Noteholder or Tier 2 Couponholder arising under or in connection with the Tier 2 Notes or the Tier 2 Coupons and (b) any amount owed to the Issuer by such Tier 2 Noteholder or, as the case may be, Tier 2 Couponholder, such Tier 2 Noteholder or, as the case may be, Tier 2 Couponholder will immediately transfer such amount which is set-off or netted to the Issuer or, in the event of its Winding Up or Qualifying Procedure (as the case may be), the liquidator, administrator or other relevant insolvency official of the Issuer to be held on trust for the Senior Creditors.

As used in these Conditions:

"Junior Creditors" means (A) creditors of the Issuer in respect of (i) any additional tier 1 capital (within the meaning of the Capital Regulations (as defined in Condition 6.13)) issued by the Issuer, (ii) all undated or perpetual, junior subordinated obligations (including guarantee credit support or similar obligations) of the Issuer and (iii) any other obligations of the Issuer which by law rank, or by their terms are expressed to rank, junior to the Tier 2 Notes and (B) holders of all classes of share capital of the Issuer and, in each case, creditors of the Issuer in respect of any other obligations of the Issuer which by law rank, or by their terms are expressed to rank, pari passu with any of such obligations;

"Parity Creditors" means creditors of the Issuer in respect of subordinated obligations (including guarantee credit support or similar obligations) of the Issuer which by law rank, or by their terms are expressed to rank, pari passu with the claims of Tier 2 Noteholders and/or Tier 2 Couponholders;

"Qualifying Procedure" means (i) that an administrator has been appointed in respect of the Issuer and has given notice that he/she intends to declare and distribute a dividend or (ii) a liquidation or dissolution of the Issuer or any procedure similar to a Winding Up or that procedure described in (i) that is commenced in respect of the Issuer;

"secondary non-preferential debts" shall have the meaning given to it in the Banks and Building Societies (Priorities on Insolvency) Order 2018 and any other law or regulation applicable to the Issuer which is amended by such Order, as each may be amended or replaced from time to time;

"Senior Creditors" means creditors of the Issuer whose claims are admitted to proof in a Winding Up or Qualifying Procedure and (i) who are unsubordinated creditors of the Issuer; (ii) who are creditors in respect of any secondary non-preferential debts; or (iii) who are subordinated creditors of the Issuer (whether in the event of a Winding Up or Qualifying Procedure or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the Tier 2 Noteholders and/or Tier 2 Couponholders or (y) those who are Parity Creditors or Junior Creditors; and

"Winding Up" means any winding up of the Issuer excluding a solvent winding up solely for the purposes of a reconstruction, amalgamation, reorganisation, merger or consolidation on terms previously approved by the Trustee or by an Extraordinary Resolution (as defined in the Trust Deed) of the holders of the Notes of the relevant Series.

3. NEGATIVE PLEDGE IN RESPECT OF SENIOR NOTES

So long as any Senior Note or Senior Coupon remains outstanding (as defined in the Trust Deed), neither the Issuer nor the Guarantors will, and will ensure that none of their Subsidiaries will create, or have outstanding, any mortgage, charge, lien, pledge or other security interest, upon the whole or any part of its present or future undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness, or any guarantee or indemnity in respect of any Relevant Indebtedness, without at the same time or prior thereto according to the Senior Notes and the Senior Coupons the same security as is created or subsisting to secure any such Relevant Indebtedness, guarantee or indemnity or such other security as either (i) the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Noteholders or (ii) shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders.

As used in these Conditions:

(a) "Relevant Indebtedness" means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be or capable of being, quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market; and

(b) "Subsidiary" means a subsidiary within the meaning of Section 1159 of the Companies Act 2006.

4. INTEREST

The relevant Final Terms will indicate whether the Notes are Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes.

4.1 Interest on Fixed Rate Notes

This Condition 4.1 applies to Fixed Rate Notes only. The relevant Final Terms contain provisions applicable to the determination of fixed rate interest and must be read in conjunction with this Condition 4.1 for full information on the manner in which interest is calculated on Fixed Rate Notes. In particular, the relevant Final Terms will specify the Interest Commencement Date, the Rate(s) of Interest, the Interest Payment Date(s), the Maturity Date, the Fixed Coupon Amount, any applicable Broken Amount, the Calculation Amount, the Day Count Fraction and any applicable Determination Date.

Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s), subject as provided in Condition 5.1 (Method of payment) and Condition 5.2 (Payments in respect of Registered Notes) in each year up to (and including) the Maturity Date.

If the Notes are in definitive form, except as provided in the relevant Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the relevant Final Terms, amount to the Broken Amount so specified.

As used in these Conditions:

"Fixed Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the relevant Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:

• (A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or
• (B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount,

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such subunit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding;

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:

• (a) if "Actual/Actual (ICMA)" is specified in the relevant Final Terms:
  • (i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the "Accrual Period") is equal to or shorter than the Determination Period during

which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the relevant Final Terms) that would occur in one calendar year; or

• (ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
  • (A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
  • (B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
• (b) if "30/360" is specified in the relevant Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360;

"Determination Period" means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and

"sub-unit" means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.

4.2 Interest on Reset Notes

This Condition 4.2 applies to Reset Notes only. The relevant Final Terms contain provisions applicable to the determination of Rate of Interest and must be read in conjunction with this Condition 4.2 for full information on the manner in which interest is calculated on Reset Notes. In particular, the relevant Final Terms will identify the Interest Commencement Date, the First Reset Date, the Initial Rate of Interest, any Subsequent Reset Date, the Maturity Date, the First Margin, the Reset Period Maturity Initial Mid-Swap Rate, the Subsequent Margin, the Initial Mid-Swap Rate, the Initial Rate of Interest, the Reference Bond Rate and the Original Mid-Swap Rate Basis.

(a) Rate of Interest and Interest Payment Dates

Each Reset Note bears interest:

• (i) from (and including) the Interest Commencement Date specified in the relevant Final Terms until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
• (ii) from (and including) the First Reset Date until (but excluding) the first Subsequent Reset Date or, if no Subsequent Reset Date is specified in the relevant Final Terms, the Maturity Date at the rate per annum equal to the First Reset Rate of Interest; and
• (iii) for each Subsequent Reset Period thereafter (if any), at the rate per annum equal to the relevant Subsequent Reset Rate of Interest,

payable, in each case, in arrear on the date(s) so specified in the relevant Final Terms on which interest is payable in each year (each an "Interest Payment Date") and on the Maturity Date if that does not fall on an Interest Payment Date. The Rate of Interest and the amount of interest (the "Interest Amount") payable shall be determined by the Calculation Agent, (A) in the case of the Rate of Interest, at or as soon as practicable after each time at which the Rate of Interest is to be determined, and (B) in the case of the Interest Amount in accordance with the provisions for calculating amounts of interest in Condition 4.1.

As used in these Conditions:

"First Margin" means the margin specified as such in the relevant Final Terms;

"First Reset Date" means the date specified in the relevant Final Terms;

"First Reset Period" means the period from (and including) the First Reset Date until (but excluding) the first Subsequent Reset Date or, if no Subsequent Reset Date is specified in the relevant Final Terms, the Maturity Date;

"First Reset Rate of Interest" means, in respect of the First Reset Period and subject to Condition 4.2(b), the rate of interest determined by the Calculation Agent on the relevant Reset Determination Date as the sum of the relevant Reset Reference Rate and the First Margin;

"Initial Mid-Swap Rate" has the meaning specified in the relevant Final Terms;

"Initial Rate of Interest" has the meaning specified in the relevant Final Terms;

"Mid-Market Swap Rate" means for any Reset Period the mean of the bid and offered rates for the fixed leg payable with a frequency equivalent to the Original Mid-Swap Rate Basis (calculated on the day count basis customary for fixed rate payments in the Specified Currency as determined by the Calculation Agent) of a fixed-for-floating interest rate swap transaction in the Specified Currency which transaction (i) has a term equal to the relevant Reset Period and commencing on the relevant Reset Date, (ii) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (as specified in the relevant Final Terms) (calculated on the day count basis customary for floating rate payments in the Specified Currency as determined by the Calculation Agent);

"Mid-Market Swap Rate Quotation" means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;

"Mid-Swap Floating Leg Benchmark Rate" means either (i) the Reference Rate specified in the relevant Final Terms or (ii) if no such Reference Rate is specified, EURIBOR if the Specified Currency is euro;

"Mid-Swap Rate" means, in relation to a Reset Determination Date and subject to Condition 4.2(b)(ii), either:

• (i) if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate for swaps in the Specified Currency:
  • (A) with a term equal to the relevant Reset Period; and
  • (B) commencing on the relevant Reset Date,

which appears on the Relevant Screen Page; or

(ii) if Mean Mid-Swap Rate is specified in the relevant Final Terms, the arithmetic mean (expressed as a percentage rate per annum and rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the bid and offered swap rate quotations for swaps in the Specified Currency:

• (A) with a term equal to the relevant Reset Period; and
• (B) commencing on the relevant Reset Date,

which appear on the Relevant Screen Page, in either case, as at approximately 11.00 a.m. in the principal financial centre of the Specified Currency (which, if the Specified Currency is euro, shall be Frankfurt) on such Reset Determination Date, all as determined by the Calculation Agent;

"Original Mid-Swap Rate Basis" has the meaning given in the relevant Final Terms. The Original Mid-Swap Rate Basis shall be annual, semi-annual, quarterly or monthly;

"Rate of Interest" means the Initial Rate of Interest, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest, as applicable;

"Reference Bond Price" means, with respect to any Reset Determination Date, (i) the arithmetic average of the Reference Government Bond Dealer Quotations for such Reset Determination Date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (ii) if fewer than five such Reference Government Bond Dealer Quotations are received, the arithmetic average of all such quotations. If the relevant Final Terms specifies that the Reset Reference Rate shall be the Reference Bond Rate (but not as the fallback Reset Reference Rate to the Mid-Swap Rate): (x) if only one Reference Government Bond Dealer Quotation is received the Reference Bond Price shall be equal to such quotation, or (y) if no Reference Government Bond Dealer Quotations are received, the First Reset Rate of Interest shall be the Initial Rate of Interest and any Subsequent Reset Rate of Interest shall be determined to be the Rate of Interest as at the last preceding Reset Date;

"Reference Bond Rate" means, with respect to any Reset Period, the rate per annum equal to the yield to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reset Reference Bond, assuming a price for the Reset Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for the relevant Reset Determination Date;

"Reference Government Bond Dealer" means each of five banks selected by the Issuer (following, where practicable, consultation with the Calculation Agent), or the affiliates of such banks, which are (i) primary government securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues;

"Reference Government Bond Dealer Quotations" means, with respect to each Reference Government Bond Dealer and any Reset Determination Date, the arithmetic average, as determined by the Issuer or the Calculation Agent of the bid and offered prices for the Reset Reference Bond (expressed in each case as a percentage of its nominal amount) as at 11.00 a.m. in the principal financial centre of the Specified Currency (which, if the Specified Currency is euro, shall be Frankfurt) on the Reset Determination Date and, if relevant, on a dealing basis for settlement that is customarily used at such time and quoted in writing to the Issuer by such Reference Government Bond Dealer;

"Relevant Screen Page" means, in respect of a Reference Rate, such page, section, caption, column or other part of a particular information service as may be specified in the relevant Final Terms and any successor thereto as determined by the Calculation Agent in consultation with the Issuer;

"Reset Date" means the First Reset Date and each Subsequent Reset Date (as applicable), in each case as adjusted (if so specified in the relevant Final Terms) in accordance with Condition 4.1 as if the relevant Reset Date was an Interest Payment Date;

"Reset Determination Date" means, in respect of the First Reset Period, the second Business Day prior to the First Reset Date and, in respect of each Subsequent Reset Period thereafter, the second Business Day prior to the first day of each such Subsequent Reset Period;

"Reset Period" means the First Reset Period or a Subsequent Reset Period, as the case may be;

"Reset Period Maturity Initial Mid-Swap Rate" has the meaning specified in the relevant Final Terms;

"Reset Reference Bond" means for any Reset Period, a government security or securities issued by the government of the state responsible for issuing the Specified Currency (which, if the Specified Currency is euro, shall be Germany) selected by the Issuer (after consultation with an investment bank or financial institution determined to be appropriate by the Issuer, which, for avoidance of doubt, could be the Calculation Agent, if applicable) as having the nearest actual or interpolated maturity date on or about the last day of the relevant Reset Period and that (in the opinion of the Issuer) would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the relevant Reset Period;

"Reset Reference Rate" means either (i) the Mid-Swap Rate or (ii) the Reference Bond Rate, as specified in the relevant Final Terms;

"Subsequent Margin" means the margin specified as such in the relevant Final Terms;

"Subsequent Reset Date" means the date or dates specified in the relevant Final Terms;

"Subsequent Reset Period" means the period from (and including) the first Subsequent Reset Date to (but excluding) the next Subsequent Reset Date (or, if none, the Maturity Date), and each successive period from (and including) a Subsequent Reset Date to (but excluding) the next succeeding Subsequent Reset Date (or, if none, the Maturity Date); and

"Subsequent Reset Rate of Interest" means, in respect of any Subsequent Reset Period and subject to Condition 4.2(b), the rate of interest determined by the Calculation Agent on the relevant Reset Determination Date as the sum of the relevant Reset Reference Rate and the relevant Subsequent Margin.

(b) Fallbacks

Where the Reset Reference Rate is specified in the relevant Final Terms as Mid-Swap Rate, if on any Reset Determination Date the Relevant Screen Page is not available or the Mid-Swap Rate does not appear on the Relevant Screen Page (subject to Condition 4.3(g)), then (i) if the Issuer has specified in the relevant Final Terms that the Reference Bond Rate is applicable as the fallback to the Mid-Swap Rate, the Reset Reference Rate shall be the Reference Bond Rate, calculated by the Calculation Agent in accordance with these Conditions and subject (if applicable) to the relevant Capital Regulations or (ii) (A) if the Reference Bond Rate has not been specified as the fallback to the Mid-Swap Rate, or (B) if the Reference Bond Rate has been specified as the fallback to the Mid-Swap Rate and only one or no Reference Government Bond Dealer Quotation is received for the purpose of calculating the Reference Bond Price applicable to the Reset Reference Bond, the Issuer shall request each of the Reference Banks (as defined below) to provide the Calculation Agent with its Mid-Market Swap Rate Quotation as at approximately 11.00 a.m. in the principal financial centre of the Specified Currency (which, if the Specified Currency is euro, shall be Frankfurt) on the Reset Determination Date in question.

If two or more of the Reference Banks provide the Calculation Agent with Mid-Market Swap Rate Quotations, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the arithmetic mean (rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the relevant Mid-Market Swap Rate Quotations and the First Margin or Subsequent Margin (as applicable), all as determined by the Calculation Agent.

If on any Reset Determination Date only one of the Reference Banks provides the Calculation Agent with a Mid-Market Swap Rate Quotation as provided in the foregoing provisions of this paragraph, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) shall be determined to be the sum of the relevant Mid-Market Swap Rate Quotation provided and the First Margin or Subsequent Margin (as applicable), all as determined by the Calculation Agent.

If on any Reset Determination Date none of the Reference Banks provides the Calculation Agent with a Mid-Market Swap Rate Quotation as provided in the foregoing provisions of this paragraph:

• (i) in the case of the first Reset Determination Date only, the First Reset Rate of Interest will be equal to the sum of:
  • (A) if Initial Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (i) the Initial Mid-Swap Rate and (ii) the First Margin;
  • (B) if Reset Period Maturity Initial Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (i) the Reset Period Maturity Initial Mid-Swap Rate and (ii) the First Margin; or
  • (C) if Last Observable Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (i) the last observable rate for swaps in the Specified Currency with a term equal to the relevant Reset Period which appears on the Relevant Screen Page and (ii) the First Margin; or
• (ii) in the case of any Reset Determination Date other than the first Reset Determination Date, the Subsequent Reset Rate of Interest shall be equal to the sum of:
  • (A) if Subsequent Reset Rate Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (i) the Mid-Swap Rate determined on the last preceding Reset Determination Date and (ii) the Subsequent Margin; or
  • (B) if Subsequent Reset Rate Last Observable Mid-Swap Rate Final Fallback is specified in the relevant Final Terms as being applicable, (i) the last observable rate for swaps in the Specified Currency with a term equal to the relevant Reset Period which appears on the Relevant Screen Page and (ii) the Subsequent Margin,

all as determined by the Calculation Agent taking into consideration all available information that it in good faith deems relevant.

For the purposes of this Condition 4.2(b)(ii) "Reference Banks" means the principal office in the principal financial centre of the Specified Currency of four major banks in the swap, money, securities or other market most closely connected with the relevant Mid-Swap Rate as selected by the Issuer on the advice of an investment bank of international repute.

(c) Notification of First Reset Rate of Interest, Subsequent Reset Rate of Interest and Interest Amount

The Calculation Agent will cause the First Reset Rate of Interest, any Subsequent Reset Rate of Interest and, in respect of a Reset Period, the Interest Amount payable on each Interest Payment Date falling in such Reset Period to be notified to the Issuer, the Agent and any stock exchange or other relevant authority on which the relevant Reset Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day (where a "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business in London) thereafter.

(d) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.2 by the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Agent, the Calculation Agent, the Trustee, the other Paying Agents and all Noteholders and Couponholders and (in the absence of bad faith and wilful default) no liability to the Issuer, the Noteholders or the Couponholders shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

4.3 Interest on Floating Rate Notes

This Condition 4.3 applies to Floating Rate Notes only. The relevant Final Terms contain provisions applicable to the determination of floating rate interest and must be read in conjunction with this Condition 4.3 for full information on the manner in which interest is calculated on Floating Rate Notes. In particular, the relevant Final Terms will identify any Specified Interest Payment Dates, any Specified Period, the Interest Commencement Date, the Business Day Convention, any Additional Business Centres, whether ISDA Determination or Screen Rate Determination applies to the calculation of interest, the party who will calculate the amount of interest due if it is not the Agent, the Margin, any maximum or minimum interest rates and the Day Count Fraction. Where ISDA Determination applies to the calculation of interest, the relevant Final Terms will also specify, amongst other things, the applicable Floating Rate Option and the Designated Maturity. Where Screen Rate Determination applies to the calculation of interest, the relevant Final Terms will also specify the applicable Reference Rate, Interest Determination Date(s) and Relevant Screen Page.

(a) Interest Payment Dates

Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear, subject as provided in Condition 5.1 (Method of Payment) and Condition 5.2 (Payments in respect of Registered Notes), on either:

• (i) the Specified Interest Payment Date(s) in each year specified in the relevant Final Terms; or
• (ii) if no Specified Interest Payment Date(s) is/are specified in the relevant Final Terms, each date (each such date, together with each Specified Interest Payment Date, an "Interest Payment Date") which falls the number of months or other period specified as the Specified Period in the relevant Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period. In the Conditions, "Interest Period" means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.

If a Business Day Convention is specified in the relevant Final Terms and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:

• (A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
• (B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
• (C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
• (D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.

Unless stated otherwise, in these Conditions, "Business Day" means a day which is both:

• (iii) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the relevant Final Terms; and
• (iv) either (a) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (b) in relation to any sum payable in euro, a day on which the real time gross settlement system operated by the Eurosystem or any successor thereto (the "T2") is open for the settlement of payments in euro (a "TARGET Settlement Day").

(b) Rate of Interest

The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the relevant Final Terms.

(i) ISDA Determination for Floating Rate Notes

Where ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the relevant Final Terms) the Margin (if any). For the purposes of this subparagraph (i), "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be determined by the Agent under an interest rate swap transaction if the Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

• (A) if the relevant Final Terms specify either "2006 ISDA Definitions" or "2021 ISDA Definitions" as the applicable ISDA Definitions:
  • (I) the Floating Rate Option (as defined in the ISDA Definitions) is as specified in the relevant Final Terms;
  • (II) the Designated Maturity (as defined in the ISDA Definitions) is a period specified in the relevant Final Terms;
  • (III) the relevant Reset Date (as defined in the ISDA Definitions), unless otherwise specified in the relevant Final Terms, has the meaning given to it in the ISDA Definitions;
  • (IV) if the specified Floating Rate Option is an Overnight Floating Rate Option (as defined in the ISDA Definitions), Compounding is specified to be applicable in the relevant Final Terms and if:
    • (1) Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms;
    • (2) Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms and (c) Observation Period Shift Additional Business Days (as defined in the ISDA Definitions), if applicable, are the days specified in the relevant Final Terms; or
    • (3) Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Final Terms;
  • (V) if the specified Floating Rate Option is an Overnight Floating Rate Option (as defined in the ISDA Definitions), Averaging is specified to be applicable in the relevant Final Terms and if:
    • (1) Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lookback is the Overnight Rate Averaging Method and (b) Lookback is the number of

Applicable Business Days (as defined in the ISDA Definitions) specified in relevant Final Terms;

• (2) Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Overnight Period Shift is the Overnight Rate Averaging Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms and (c) Observation Period Shift Additional Business Days (as defined in the ISDA Definitions), if applicable, are the days specified in the relevant Final Terms; or
• (3) Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lockout is the Overnight Rate Averaging Method, (b) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Final Terms; and
• (VI) if the specified Floating Rate Option is an Index Floating Rate Option (as defined in the ISDA Definitions) and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shift (as defined in the ISDA Definitions) shall be applicable and, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms and (b) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Final Terms;

(B) references in the ISDA Definitions to:

(I) "Confirmation" shall be references to the relevant Final Terms;

• (II) "Calculation Period" shall be references to the relevant Interest Period;
• (III) "Termination Date" shall be references to the Maturity Date;
• (IV) "Effective Date" shall be references to the Interest Commencement Date; and
• (C) if the relevant Final Terms specify "2021 ISDA Definitions" as being the applicable ISDA Definitions:
  • (I) "Administrator/Benchmark Event" shall be disapplied; and
  • (II) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback – Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions, the reference to "Calculation Agent Alternative Rate Determination" in the definition of "Temporary Non-Publication Fallback – Alternative Rate" shall be replaced by "Temporary Non-Publication Fallback – Previous Day's Rate".

Unless otherwise stated in the relevant Final Terms, the Minimum Rate of Interest shall be deemed to be zero.

Unless stated otherwise, in these Conditions:

"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of such Series) as published by ISDA (copies of which may be obtained from ISDA at www.isda.org);

"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix thereto), as defined in such 2021 ISDA Interest Rate Derivatives Definitions) as at the date of issue of the first Tranche of Notes of such Series, as published by ISDA on its website (www.isda.org);

"ISDA" means the International Swaps and Derivatives Association, Inc. (or any successor); and

"ISDA Definitions" has the meaning given in the relevant Final Terms;

(ii) Screen Rate Determination for Floating Rate Notes (other than Floating Rate Notes which reference SONIA)

Where Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will (other than in respect of Floating Rate Notes for which SONIA is specified as the Reference Rate in the relevant Final Terms), subject as provided below, be either:

• (A) the offered quotation; or
• (B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,

(expressed as a percentage rate per annum) for the Reference Rate which appears or appear, as the case may be, on the Relevant Screen Page (or such replacement page on that service which displays the information) as at 11.00 a.m. (Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the relevant Final Terms) the Margin (if any), all as determined by the Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.

Subject to Condition 4.3(g) (Benchmark Replacement), the Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (A) above, no such offered quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.

As used in these Conditions:

"Reference Rate" means EURIBOR or SONIA as specified in the relevant Final Terms.

• (iii) Screen Rate Determination for Floating Rate Notes which reference SONIA
  • (A) This Condition 4.3(b)(iii) is applicable to Notes only if the Floating Rate Note provisions are specified in the relevant Final Terms as being applicable and the "Reference Rate" is specified in the relevant Final Terms as being "SONIA".
  • (B) Where "SONIA" is specified as the Reference Rate in the relevant Final Terms, the Rate of Interest for each Interest Period will, subject as provided below, be Compounded Daily SONIA with respect to such Interest Period plus or minus (as specified in the relevant Final Terms) the Margin, all as determined by the Calculation Agent.
  • (C) For the purposes of this Condition 4.3(b)(iii):

"Compounded Daily SONIA", with respect to an Interest Period, will be calculated by the Calculation Agent on the Interest Determination Date in accordance with the following formula, and the resulting percentage will be rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards:

$$\left[\prod_{l=1}^{d_o} \left(1 + \frac{SOMA_l \ge n_l}{365} \right) - 1\right] \ge \frac{365}{d}$$

"d" means the number of calendar days in:

• (i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
• (ii) where "Observation Shift" is specified as the Observation Method in the relevant Observation Period, the relevant Observation Period;

"do" means the number of London Banking Days in:

(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or

(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant Observation Period;

"i" means a series of whole numbers from one to do, each representing the relevant London Banking Day in chronological order from, and including, the first London Banking Day in:

• (i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period; or
• (ii) where "Observation Shift" is specified as the Observation Method in relevant Final Terms, the relevant Observation Period,

to, and including, the last London Banking Day in such period;

"Interest Determination Date" means, in respect of any Interest Period, the date falling p London Banking Days prior to the Interest Payment Date for such Interest Period (or the date falling p London Banking Days prior to such earlier date, if any, on which the Notes are due and payable).

"London Banking Day" or "LBD" means any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;

"ni" for any London Banking Day "i" in the relevant Interest Period or Observation Period (as applicable), means the number of calendar days from, and including, such London Banking Day "i" up to, but excluding, the following London Banking Day;

"Observation Period" means, in respect of an Interest Period, the period from, and including, the date falling "p" London Banking Days prior to the first day of such Interest Period (and the first Interest Period shall begin on and include the Interest Commencement Date) and ending on, but excluding, the date which is p London Banking Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" London Banking Days prior to such earlier date, if any, on which the Notes become due and payable);

"p" for any Interest Period or Observation Period (as applicable), means the number of London Banking Days specified in the relevant Final Terms or if no such period is specified, five London Banking Days;

"SONIA Reference Rate" means, in respect of any London Banking Day, a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such London Banking Day as provided by the administrator of SONIA to authorised distributors and as then published on the Relevant Screen Page (or if the Relevant Screen Page is unavailable, as otherwise is published by such authorised distributors) on the London Banking Day immediately following such London Banking Day; and

"SONIAi" means the SONIA Reference Rate for:

(i) where "Lag" is specified as the Observation Method in the relevant Final Terms, the London Banking Day falling "p" London Banking Days prior to the relevant London Banking Day "i"; or

(ii) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, the relevant London Banking Day "i".

For the avoidance of doubt, the formula for the calculation of Compounded Daily SONIA only compounds the SONIA Reference Rate in respect of any London Banking Day. The SONIA Reference Rate applied to a day that is a non-London Banking Day will be taken by applying the SONIA Reference Rate for the previous London Banking Day but without compounding.

• (D) If, in respect of any London Banking Day in the relevant Interest Period or Observation Period, the Calculation Agent determines that the SONIA Reference Rate is not available on the Relevant Screen Page or has not otherwise been published by the relevant authorised distributors, such SONIA Reference Rate shall be:
  • (1) (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at close of business on the relevant London Banking Day; plus (ii) the mean of the spread of the SONIA Reference Rate to the Bank Rate over the previous five London Banking Days on which a SONIA Reference Rate has been published, excluding the highest spread (or, if there is more than one highest spread, one only of those highest spreads) and lowest spread (or, if there is more than one lowest spread, one only of those lowest spreads) to the Bank Rate; or
  • (2) subject to Condition 4.3(g), if the Bank Rate is not published by the Bank of England at close of business on the relevant London Banking Day, the SONIA Reference Rate published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors) for the first preceding London Banking Day on which the SONIA Reference Rate was published on the Relevant Screen Page (or otherwise published by the relevant authorised distributors).
• (E) If the Interest Rate cannot be determined in accordance with the foregoing provisions of this Condition 4.3(b)(iii), the Interest Rate shall be (A) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin, Maximum Rate of Interest and/or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest relating to the relevant Interest Period, in place of the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest relating to that last preceding Interest Period) or (B) if there is no such preceding Interest Determination Date, the initial Interest Rate which would have been applicable to the Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin, Maximum Rate of Interest and/or Minimum Rate of Interest applicable to the first Interest Period).
• (F) If the Notes become due and payable in accordance with Condition 9, the final Interest Determination Date shall, notwithstanding the definition specified above, be deemed to be the date on which the Notes became due and payable and the Interest Rate on the Notes shall, for so long as the Notes remain outstanding, be the rate determined on such date

(c) Minimum Rate of Interest and/or Maximum Rate of Interest

If the relevant Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.

If the relevant Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.

(d) Determination of Rate of Interest and calculation of Interest Amounts

The Agent, in the case of Floating Rate Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined determine the Rate of Interest for the relevant Interest Period.

The Agent will calculate the amount of interest (the "Interest Amount") payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:

• (A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or
• (B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;

and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.

"Day Count Fraction" means, in respect of the calculation of an amount of interest in accordance with this Condition 4.3:

• (i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
• (ii) if "Actual/365 (Fixed)" is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 365;
• (iii) if "Actual/365 (Sterling)" is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
• (iv) if "Actual/360" is specified in the relevant Final Terms, the actual number of days in the Interest Period divided by 360;
• (v) if "30/360", "360/360" or "Bond Basis" is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

$$\frac{\left[360 \times \left(Y_2 - Y_1\right)\right] + \left[30 \times \left(M_2 - M_1\right)\right] + \left(D_2 - D_1\right)}{360}$$
$\text{Day Count Fraction} = \frac{360}{2}$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D¹ will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D¹ is greater than 29, in which case D² will be 30;

(vi) if "30E/360" or "Eurobond Basis" is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

$$\text{Day Count Fraction} = \frac{\left[360 \times \left(Y_2 - Y_1\right)\right] + \left[30 \times \left(M_2 - M_1\right)\right] + \left(D_2 - D_1\right)}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D² will be 30;

(vii) if "30E/360 (ISDA)" is specified in the relevant Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:

$$\text{Day Count Fraction} = \frac{\left[360 \times \left(Y_2 - Y_1\right)\right] + \left[30 \times \left(M_2 - M_1\right)\right] + \left(D_2 - D_1\right)}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D¹ will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D² will be 30.

(e) Linear Interpolation

Where Linear Interpolation is specified as applicable in respect of an Interest Period in the relevant Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Agent by straight line linear interpolation by reference to two rates based on the relevant Reference Rate (where Screen Rate Determination is specified as applicable in the relevant Final Terms) or the relevant Floating Rate Option (where ISDA Determination is specified as applicable in the relevant Final Terms), one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period provided however that if there is no rate available for a period of time next shorter or, as the case may be, next longer, then the Issuer shall appoint an Independent Adviser to determine such rate at such time and by reference to such sources as it determines appropriate.

"Designated Maturity" means, in relation to Screen Rate Determination, the period of time designated in the Reference Rate.

(f) Notification of Rate of Interest and Interest Amounts

The Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 13 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 13. For the purposes of this paragraph, the expression "London Business Day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.

(g) Benchmark Replacement

Notwithstanding the provisions in Condition 4.3 (Interest on Floating Rate Notes) above but subject, in the case of Notes linked to SONIA to Condition 4.3(b)(iii)(D)(1) above taking precedence, if the Issuer determines that a Benchmark Event (as defined below) has occurred or the Issuer considers that there may be a Successor Rate (as defined below) in each case in relation to a Mid-Swap Floating Leg Benchmark Rate or Reference Rate when any Rate of Interest (or the relevant component part thereof) remains to be determined by reference to such Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable), then the following provisions shall apply:

• (i) the Issuer shall use its reasonable endeavours to appoint, as soon as reasonably practicable, an Independent Adviser (as defined below) to determine, no later than 5 Business Days prior to the relevant Reset Determination Date or Interest Determination Date (as applicable) relating to the next succeeding Reset Period or Interest Period (as applicable) (the "IA Determination Cut-off Date"), a Successor Rate (as defined below) or, alternatively, if there is no Successor Rate, an Alternative Rate (as defined below) and (in either case) any Adjustment Spread for purposes of determining the Rate of Interest (or the relevant component part thereof) applicable to the Notes;
• (ii) if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4.3(g) prior to the IA Determination Cut-off Date, the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate or, if there is no Successor Rate, an Alternative Rate and (in either case) any Adjustment Spread;
• (iii) if a Successor Rate or, failing which, an Alternative Rate (as applicable) is determined in accordance with the preceding provisions, such Successor Rate or, failing which, an Alternative Rate (as applicable) shall be the Mid-Swap Floating Leg Benchmark Rate or Reference Rate (as applicable) for each of the future Reset Periods or Interest Periods (as applicable) (subject to the subsequent operation of, and to adjustment as provided in, this Condition 4.3(g)); provided however, that if sub-paragraph (ii) applies and the Issuer is unable to or does not determine a Successor Rate or an Alternative Rate prior to the relevant Reset Determination Date or Interest Determination Date (as applicable), the Rate of Interest applicable to the next succeeding Reset Period or Interest Period (as applicable) shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the preceding Reset Period or Interest Period (as applicable) (or alternatively, if there has not been a first Interest Payment Date, the rate of interest shall be the initial Rate of Interest) (subject, where applicable, to substituting the Margin that applied to such preceding Reset Period or Interest Period (as applicable) for the Margin that is to be applied to the relevant Reset Period or Interest Period (as applicable)); for the avoidance of doubt, the proviso in this sub-paragraph (iii) shall apply to the relevant Reset Period or Interest Period (as applicable) only and any subsequent Reset Periods or Interest Periods (as applicable) are subject to the subsequent operation of and to adjustment as provided in, this Condition 4.3(g);
• (iv) if the Independent Adviser or the Issuer determines a Successor Rate or, failing which, an Alternative Rate (as applicable) in accordance with the above provisions, the Independent Adviser or the Issuer (as applicable), may also (without the consent or approval of Noteholders) specify changes to these Conditions, including but not limited to the Day Count Fraction, Relevant Screen Page, Business Day Convention, Business Days, Reset Determination Date, Interest Determination Date, and/or the definition of Mid-Swap Floating Leg Benchmark Rate and Reference Rate applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, in order to ensure the proper operation of such Successor Rate or Alternative Rate (as the

case may be) and (in either case) any Adjustment Spread. If the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines that an Adjustment Spread (as defined below) is required to be applied to the Successor Rate or the Alternative Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to the Successor Rate or the Alternative Rate (as applicable). If the Independent Adviser or the Issuer (as applicable) is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Rate (as applicable) will apply without an Adjustment Spread;

• (v) if any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 4.3(g) and the Issuer, following consultation with the Independent Adviser (if appointed) and acting in good faith, determines (i) that amendments to these Conditions, the Trust Deed and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 4.3(g)(vi) below, without any requirement for the consent or approval of Noteholders, vary these Conditions, the Trust Deed and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the Issuer, but subject to receipt by the Trustee of a certificate signed by two authorised signatories of the Issuer as set out below, the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders, be obliged to concur with the Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and, if required, the Agency Agreement), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Trustee in these Conditions or the Trust Deed (including, for the avoidance of doubt, any supplemental trust deed) in any way; and
• (vi) the Issuer shall promptly, following the determination of any Successor Rate or Alternative Rate (as applicable) or Adjustment Spread and the specific terms of any Benchmark Amendments to these Conditions and/or the Trust Deed and/or the Agency Agreement, promptly give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any,

provided that the determination of any Successor Rate or Alternative Rate or Adjustment Spread, and any other related changes to the Notes intended to qualify as Tier 2 Notes, shall be made in accordance with the Capital Regulations (if applicable) and shall not prejudice qualification of such Tier 2 Notes as Tier 2 Capital for the purposes of and in accordance with the Capital Regulations.

No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer:

• (A) confirming (i) that a Benchmark Event has occurred, (ii) the Successor Rate or, as the case may be, the Alternative Rate and, (iii) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 4.3(g); and
• (B) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread.

The Trustee shall be entitled to rely on such certificate (without liability to any person) as sufficient evidence thereof. The Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Rate or Alternative Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Paying Agents and the Noteholders.

An Independent Adviser appointed pursuant to this Condition 4.3(g) shall act in good faith as an expert and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer, pursuant to this Condition 4.3(g).

For the purposes of this Condition 4.3(g):

"Adjustment Spread" means either a spread (which may be positive or negative) or the formula or methodology for calculating a spread, in either case, which the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable), determines is required to be applied to the relevant Successor Rate or the relevant Alternative Rate (as applicable) and is the spread, formula or methodology which:

• (i) in the case of a Successor Rate, is formally recommended or formally provided as an option for parties to adopt, in relation to the replacement of the Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) with the Successor Rate by any Relevant Nominating Body; or
• (ii) (if no such recommendation has been made or option provided, or in the case of an Alternative Rate), the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines is customarily applied to the relevant Successor Rate or Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry accepted replacement for the Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable); or
• (iii) (if the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines that no such spread is customarily applied), the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines, is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Reference Rate or the Mid-Swap Floating Leg Benchmark Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate (as the case may be); or
• (iv) (if the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines that no such industry standard is recognised or acknowledged) the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines to be appropriate to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as the case may be) to Noteholders as a result of the replacement of the Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) with the Successor Rate or the Alternative Rate (as the case may be);

"Alternative Rate" means an alternative benchmark or screen rate which the Independent Adviser (in consultation with the Issuer) or the Issuer (as applicable) determines in accordance with this Condition 4.3(g) is customary in market usage in the international debt capital markets for the purposes of determining floating rates of interest (or the relevant component part thereof) in the Specified Currency;

"Benchmark Event" means:

• (i) the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) has ceased to be published on the Relevant Screen Page as a result of such benchmark ceasing to be calculated or administered; or
• (ii) a public statement by the administrator of the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable)) it has ceased publishing such Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) permanently or indefinitely or that it will cease to do so by a specified future date (the "Specified Future Date"); or
• (iii) a public statement by the supervisor of the administrator of the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) that such Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) has been or will, by a specified future date (the "Specified Future Date"), be permanently or indefinitely discontinued; or
• (iv) a public statement by the supervisor of the administrator of the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) that means that such Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) will, by a specified future date (the "Specified Future Date"), be prohibited from being used or that its use will be subject to restrictions or adverse consequences, either generally or in respect of the Notes; or
• (v) a public statement by the supervisor of the administrator of the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) that such Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) is or will, by a specified future date (the "Specified Future Date"), no longer be representative of its relevant underlying market; or
• (vi) it has or will, by a specified date within the following six months, become unlawful for the Calculation Agent to calculate any payments due to be made to any Noteholder using the relevant Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) (including, without limitation, under the Benchmarks Regulation (EU) 2016/1011 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018, if applicable).

Notwithstanding the sub-paragraphs above, where the relevant Benchmark Event is a public statement within sub-paragraphs (ii), (iii), (iv) or (v) above and the Specified Future Date in the public statement is more than six months after the date of that public statement, the Benchmark Event shall not be deemed occur until the date falling six months prior to such Specified Future Date.

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Issuer at its own expense;

"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):

• (i) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or
• (ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which the benchmark or screen rate (as applicable) relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (c) a group of the aforementioned central banks or other supervisory authorities, or (d) the Financial Stability Board or any part thereof; and

"Successor Rate" means a successor to or replacement of the Reference Rate or the Mid-Swap Floating Leg Benchmark Rate (as applicable) which is formally recommended by any Relevant Nominating Body.

(h) Certificates to be final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 4.3, whether by the Agent or the Trustee, shall (in the absence of manifest error) be binding on the Issuer, the Guarantors, the Agent, the other Paying Agents and all Noteholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantors, the Noteholders or the Couponholders shall attach to the Agent or the Trustee in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.

4.4 Interest Rate Adjustment

This Condition 4.4 shall apply to Senior Notes which are Fixed Rate Notes or Floating Rate Notes only where the Final Terms state that the Senior Notes will be subject to adjustment (each such adjustment an "Interest Rate Adjustment") in the event of a Step Up Event or a Step Down Event. Following a Step Up Event or a Step Down Event, the Interest Rate Adjustment will be made in accordance with the Interest Ratchet.

Any Interest Rate Adjustment shall be effective from the Interest Period commencing on the Interest Payment Date immediately following the date of the relevant Step Up Event or the relevant Step Down Event until the date on which either a further Interest Rate Adjustment becomes effective or the Senior Notes cease to bear interest, as the case may be (and, in the case of Fixed Rate Notes, the relevant Fixed Coupon Amount shall be adjusted accordingly). For the avoidance of doubt, if a Step Up Event and a Step Down Event occur during the same Interest Period, there shall be no adjustment to the rate of interest applicable to the next following Interest Period or thereafter by reason of those two events. There shall be no limit on the number of times that an Interest Rate Adjustment may be made pursuant to this Condition during the term of the Senior Notes, provided always that at no time during the term of the Senior Notes will the rate of interest payable on the Senior Notes be less than the Initial Rate of Interest and in the case of Floating Rate Notes only, any Minimum Rate of Interest specified or more than the Initial Rate of Interest plus the Step Up Margin and in the case of Floating Rate Notes only, any Maximum Rate of Interest specified.

The Issuer, failing which any of the Guarantors, will cause the occurrence of an event giving rise to an Interest Rate Adjustment to be notified to the Trustee, the Principal Paying Agent and (in accordance with Condition 13) the Noteholders as soon as reasonably practicable after the occurrence of the Step Up Event or the Step Down Event (as the case may be) but in no event later than the tenth London Business Day thereafter.

If the rating designations employed by a Rating Agency are changed from those which are ascribed to any Senior Notes at the time of issuance, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine the rating designations of such Rating Agency or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of such Rating Agency (or of the Substitute Rating Agency, if such Substitute Rating Agency subsequently changes its rating designations) and this Condition 4.4 shall be read accordingly.

The Trustee is under no obligation to ascertain whether a Step Down Event or a Step Up Event or any event which could lead to the occurrence of or could constitute a Step Down Event or a Step Up Event has occurred and, until it shall have actual knowledge or notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Step Down Event or Step Up Event or other such event has occurred.

As used in these Conditions:

"Initial Rate of Interest" means (a) in the case of Fixed Rate Notes, the Rate of Interest (expressed as a percentage per annum) initially payable in respect of the Notes specified in the relevant Final Terms; (b) in the case of Floating Rate Notes, the Rate of Interest that is payable in respect of the Notes as calculated in accordance with Condition 4.3 (Interest on Floating Rate Notes);

"Interest Ratchet" means the following rates of interest:

• (a) in respect of any Interest Period commencing on or after the Interest Payment Date immediately following the date of the relevant Step Up Event: the Initial Rate of Interest plus the Step Up Margin per annum; and
• (b) in respect of any Interest Period commencing on or after the Interest Payment Date immediately following the date of the relevant Step Down Event: the Initial Rate of Interest;

"Minimum Rating Requirement" means that there shall be in existence a Rating equal to or higher than the Specified Threshold from at least one Rating Agency at any particular time;

"Rating" means the rating of the Notes;

"Rating Agency" means, to the extent that a rating of any Notes is solicited by the Issuer from such rating agency, Fitch Ratings Limited ("Fitch"), Moody's Investors Service Limited ("Moody's") or S&P Global Ratings UK Limited ("S&P") or their successors or any rating agency (a "Substitute Rating Agency") substituted for any of them by the Issuer from time to time;

"Specified Threshold" means BBB– or above in relation to Fitch, BBB– or above in relation to S&P or Baa3 or above in relation to Moody's or, where a Substitute Rating Agency has been designated by the Issuer, the equivalent rating designation of any Rating Agency or such other threshold as is specified in the relevant Final Terms;

"Step Down Event" means the satisfaction of the Minimum Rating Requirement following the occurrence of a Step Up Event;

"Step Up Event" means a failure to meet the Minimum Rating Requirement at any time; and

"Step Up Margin" has the meaning given to it in the Final Terms.

4.5 Accrual of interest

Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until whichever is the earlier of:

• (a) the date on which all amounts due in respect of such Note have been paid; and
• (b) as provided in the Trust Deed.

5. PAYMENTS

5.1 Method of payment

This Condition 5.1 is only applicable to Bearer Notes.

Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Bearer Notes at the specified office of any Paying Agent outside the United States by cheque drawn in the currency in which the payment is due on, or by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency.

Payments of interest shall, subject to the paragraphs below, be made only against presentation and (provided that payment is made in full) surrender of the appropriate Coupons at the specified office of any Paying Agent outside the United States in the manner described in the paragraph above.

Payments of principal or interest may be made at the specified office of a Paying Agent in New York City if (i) the Issuer has appointed Paying Agents outside the United States with the reasonable expectation that such Paying Agents will be able to make payment of the full amount of the interest on the Notes in the currency in which the payment is due when due, (ii) payment of the full amount of such interest at the offices of all such Paying Agents is illegal or effectively precluded by exchange controls or other similar restrictions and (iii) payment is permitted by applicable United States law.

All payments in respect of the Bearer Notes are subject in all cases to (i) any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 7 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7 (Taxation)) any law implementing an intergovernmental approach thereto.

No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

If the relevant Final Terms specifies that the Fixed Rate Note Provisions are applicable and a Bearer Note is presented without all unmatured Coupons relating thereto:

• (i) if the aggregate amount of the missing Coupons is less than or equal to the amount of principal due for payment, a sum equal to the aggregate amount of the missing Coupons will be deducted from the amount of principal due for payment; provided, however, that if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of such missing Coupons which the gross amount actually available for payment bears to the amount of principal due for payment;
• (ii) if the aggregate amount of the missing Coupons is greater than the amount of principal due for payment:
  • (A) so many of such missing Coupons shall become void (in inverse order of maturity) as will result in the aggregate amount of the remainder of such missing Coupons (the "Relevant Coupons") being equal to the amount of principal due for payment; provided, however, that where this sub-paragraph would otherwise require a fraction of a missing Coupon to become void, such missing Coupon shall become void in its entirety; and
  • (B) a sum equal to the aggregate amount of the Relevant Coupons (or, if less, the amount of principal due for payment) will be deducted from the amount of principal due for payment; provided, however, that, if the gross amount available for payment is less than the amount of principal due for payment, the sum deducted will be that proportion of the aggregate amount of the Relevant Coupons (or, as the case may be, the amount of principal due for payment) which the gross amount actually available for payment bears to the amount of principal due for payment.

Each sum of principal so deducted shall be paid in the manner provided above against presentation and (provided that payment is made in full) surrender of the relevant missing Coupons.

If the relevant Final Terms specifies that the Floating Rate Note Provisions are applicable, on the due date for final redemption of any Note or early redemption in whole of such Note pursuant to Condition 6.2 (Redemption for tax reasons), Condition 6.3 (Redemption due to Capital Disqualification Event), Condition 6.4 (Redemption at the option of the Issuer (Issuer Call)), Condition 6.5 (Redemption at the option of the Noteholders (Investor Put)), Condition 6.6 (Clean-up Call Option), or Condition 9 (Events of Default and Enforcement), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof.

If the due date for payment of any amount in respect of any Bearer Note or Coupon is not a Payment Day in the place of presentation, the Holder shall not be entitled to payment in such place of the amount due until the next succeeding Payment Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay.

Payments of interest other than in respect of matured Coupons shall be made only against presentation of the relevant Bearer Notes at the Specified Office of any Paying Agent outside the United States (or in New York City if permitted by the paragraph above).

If a Paying Agent makes a partial payment in respect of any Bearer Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.

On or after the maturity date of the final Coupon which is (or was at the time of issue) part of a Coupon sheet relating to the Bearer Notes, the Talon forming part of such Coupon sheet may be exchanged at the specified office of the Principal Paying Agent for a further Coupon sheet (including, if appropriate, a further Talon but excluding any Coupons in respect of which claims have already become void pursuant to Condition 8 (Prescription). Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note shall become void and no Coupon will be delivered in respect of such Talon.

5.2 Payments in respect of Registered Notes

This Condition 5.2 is only applicable to Registered Notes.

Payments of principal shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a Holder of a Registered Note to the specified office of the Principal Paying Agent not later than the fifteenth day before the due date for any such payment, by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the principal financial centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in the City of London) and (in the case of redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the specified office of any Paying Agent.

Payments of interest shall be made by cheque drawn in the currency in which the payment is due drawn on, or, upon application by a Holder of a Registered Note to the specified office of the Principal Paying Agent not later than the fifteenth day before the due date for any such payment, by transfer to an account denominated in that currency (or, if that currency is euro, any other account to which euro may be credited or transferred) and maintained by the payee with, a bank in the Principal Financial Centre of that currency (in the case of a sterling cheque, a town clearing branch of a bank in the City of London) and (in the case of interest payable on redemption) upon surrender (or, in the case of part payment only, endorsement) of the relevant Note Certificates at the specified office of any Paying Agent.

All payments in respect of the Registered Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 7 (Taxation) and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or (without prejudice to the provisions of Condition 7 (Taxation)) any law implementing an intergovernmental approach thereto.

No commissions or expenses shall be charged to the Noteholders in respect of such payments.

Where payment is to be made by transfer to an account, payment instructions (for value the due date, or, if the due date is not a Payment Day, for value the next succeeding Payment Day) will be initiated and, where payment is to be made by cheque, the cheque will be mailed (i) (in the case of payments of principal and interest payable on redemption) on the later of the due date for payment and the day on which the relevant Note Certificate is surrendered (or, in the case of part payment only, endorsed) at the specified office of a Paying Agent and (ii) (in the case of payments of interest payable other than on redemption) on the due date for payment. A Holder of a Registered Note shall not be entitled to any interest or other payment in respect of any delay in payment resulting from (A) the due date for a payment not being a Payment Day or (B) a cheque mailed in accordance with this Condition 5.2 arriving after the due date for payment or being lost in the mail.

If a Paying Agent makes a partial payment in respect of any Registered Note, the Issuer shall procure that the amount and date of such payment are noted on the Register and, in the case of partial payment upon presentation of a Note Certificate, that a statement indicating the amount and the date of such payment is endorsed on the relevant Note Certificate.

Each payment in respect of a Global Registered Note will be made to the person shown as the Holder in the Register at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the "Record Date") where "Clearing System Business Day" means a day on which each clearing system for which the Global Registered Note is being held is open for business. Where payment in respect of a Registered Note is to be made by cheque, the cheque will be mailed to the address shown as the address of the Holder in the Register at the opening of business on the relevant Record Date.

For the purposes of these Conditions:

"Payment Day" means:

• (a) if the currency of payment is euro, any day which is:
  • (i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  • (ii) in the case of payment by transfer to an account, a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre; or
• (b) if the currency of payment is not euro, any day which is:
  • (i) a day on which banks in the relevant place of presentation are open for presentation and payment of bearer debt securities and for dealings in foreign currencies; and
  • (ii) in the case of payment by transfer to an account, a day on which dealings in foreign currencies may be carried on in the principal financial centre of the currency of payment and in each (if any) Additional Financial Centre;

except that in the case of a Note represented by a Global Note, if the currency of any payment made in respect of Notes represented by a Global Note is euro, the applicable Payment Day shall be any day which is a TARGET Settlement Day and a day on which dealings in foreign currencies may be carried on in each (if any) Additional Financial Centre, or, if the currency of any payment made in respect of Notes represented by a Global Note is not euro, the applicable Payment Day shall be any day which is a day on which dealings in foreign currencies may be carried on in the principal financial centre of the currency of payment and in each (if any) Additional Financial Centre.

5.3 Interpretation of principal and interest

Any reference in the Conditions to principal in respect of the Notes shall be deemed to include, as applicable:

• (a) in the case of Senior Notes, any additional amounts which may be payable with respect to principal under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
• (b) the Final Redemption Amount of the Notes;
• (c) the Early Redemption Amount of the Notes;
• (d) the Optional Redemption Amount(s) (if any) of the Notes;
• (e) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 6.7); and
• (f) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.

Any reference in the Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 7 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.

6. REDEMPTION AND PURCHASE

6.1 Redemption at maturity

Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the relevant Final Terms in the relevant Specified Currency on the Maturity Date, subject as provided in Condition 5.1 (Method of payment) and Condition 5.2 (Payments in respect of Registered Notes), specified in the relevant Final Terms.

6.2 Redemption for tax reasons

The Notes of any Series may (subject to the provisions of Condition 6.12 in the case of Tier 2 Notes) be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than the minimum period and not more than the maximum period of notice specified in the relevant Final Terms to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee (immediately before the giving of such notice) that a Tax Event has occurred.

A "Tax Event" shall occur if:

• (a) on the occasion of the next payment due under the Notes, the Issuer (or, in respect of Senior Notes only, if the Guarantee were called, a Guarantor) has or will become obliged to pay additional amounts as provided or referred to in Condition 7; or
• (b) in respect of Tier 2 Notes only:
  • (i) the payment of interest in respect of any of the Notes of such Series would be a "distribution" or would otherwise not be deductible (in whole, or to a material extent) for United Kingdom tax purposes (or the deduction would be materially deferred);
  • (ii) the Issuer would not, as a result of the Notes of such Series being in issue, be able, to any material extent, to have losses or deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which the Issuer is or would otherwise be grouped for applicable United

Kingdom tax purposes (whether under the group relief system current as at the date on which agreement is reached to issue the first Tranche of Notes of such Series or any similar system or systems having like effect as may from time to time exist); or

(iii) a future conversion into equity or write-down of the nominal amount of the Notes of such Series would result in a United Kingdom tax liability, or the receipt of income or profit which would be subject to United Kingdom tax,

in each such case, as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, or any change in the official application of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue (or, in the case of Tier 2 Notes, on or after the Issue Date of) the first Tranche of Notes of that Series and provided that:

• (i) the effect of such change or amendment cannot be avoided by the Issuer or, as the case may be, the Guarantors (as applicable) taking reasonable measures available to it; and
• (ii) such notice of redemption shall not be given earlier than 90 days prior to the earliest date on which the relevant circumstances described in paragraphs (a) or (b) above would occur.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee (A) a certificate signed by two authorised signatories of the Issuer or, in respect of Senior Notes only, as the case may be, two authorised signatories of the relevant Guarantor stating that the event referred to in this Condition 6.2 has occurred and is continuing as at the date of the certificate and that the effect of the relevant change or amendment cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor(s) (as applicable) taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of such matters, in which event it shall be conclusive and binding on the Noteholders and the Couponholders; and (B) an opinion of independent legal advisers or accountants of recognised standing to the effect that a Tax Event exists.

Notes redeemed pursuant to this Condition 6.2 will be redeemed at their Early Redemption Amount referred to in Condition 6.7 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

6.3 Redemption due to Capital Disqualification Event

Any Series of Tier 2 Notes may, subject to the provisions of Condition 6.12, be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note) on giving not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable), if the Issuer determines that a Capital Disqualification Event has occurred.

Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer stating that the relevant circumstance referred to under this Condition 6.3 does exist and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction thereof, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

Upon the expiration of such notice, the Issuer shall be bound to redeem such Notes at their Early Redemption Amount referred to in Condition 6.7 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.

This Condition 6.3 shall only apply in the case of Tier 2 Notes and only to the extent not prohibited by the Capital Regulations.

As used in this Condition 6.3, a "Capital Disqualification Event" shall occur if, as a result of any amendment to, or change in the regulatory classification of the Notes of any Series of Tier 2 Notes under, the Capital Regulations (or official interpretation thereof), in any such case becoming effective on or after the Issue Date of the first Tranche of Notes, the whole or any part of the Notes of such Series of Tier 2 Notes are, or are likely to be at any time, excluded from, or cease to count towards, the Tier 2 Capital of the Issuer and/or the Regulatory Group (as defined in Condition 6.13).

6.4 Redemption at the option of the Issuer (Issuer Call)

This Condition 6.4 applies to Notes which are subject to redemption prior to the Maturity Date at the option of the Issuer (other than pursuant to Condition 6.2 (Redemption for tax reasons), Condition 6.3 (Redemption due to Capital Disqualification Event) or Condition 6.6 (Clean-up Call Option)), such option being referred to as an "Issuer Call". The relevant Final Terms contain provisions applicable to any Issuer Call and must be read in conjunction with this Condition 6.4 for full information on any Issuer Call. In particular, the relevant Final Terms will identify the Optional Redemption Date(s), Optional Redemption Amount and any minimum or maximum amount of Notes which must or can be redeemed and the applicable notice periods.

If Issuer Call is specified as being applicable in the relevant Final Terms, the Issuer may, subject to Condition 6.12 in the case of Tier 2 Notes, having given not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms to the Noteholders in accordance with Condition 13 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date.

In the case of a partial redemption of Notes, the Notes to be redeemed ("Redeemed Notes") will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes in bearer form, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 13 not less than the minimum period specified in the relevant Final Terms prior to the date fixed for redemption. In the case of Redeemed Notes in definitive registered form, each Note shall be redeemed in part in the proportion which the aggregate nominal amount of the outstanding Notes to be redeemed on the relevant Optional Redemption Amount bears to the aggregate nominal amount of outstanding Notes on such date.

Any redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the relevant Final Terms.

As used in these Conditions:

"Calculation Agent" means the Agent or such other person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest, Interest Amount(s), the Make-Whole Amount, Gross Redemption Yield and/or such other amount(s) as may be specified in the relevant Final Terms;

"Calculation Date" means the date set out in the relevant notice of redemption;

"Gross Redemption Yield" means a yield calculated in accordance with generally accepted market practice at such time, as advised to the Issuer and Trustee by the Calculation Agent specified in the relevant Final Terms;

"Make-Whole Amount" means the nominal amount of the Notes to be redeemed multiplied by the price (expressed as a percentage and rounded to four decimal places with 0.00005 being rounded upwards) at which the Gross Redemption Yield on such Notes on the relevant Calculation Date is equal to the Gross Redemption Yield at the Quotation Time on the relevant Calculation Date of the Reference Security, plus the Make-Whole Redemption Margin, all as determined by the Calculation Agent specified in the relevant Final Terms;

"Make-Whole Redemption Amount" means the higher of (x) the nominal amount of the Notes to be redeemed and (y) the Make-Whole Amount, plus accrued interest (if any) to (but excluding) the date fixed for redemption;

"Make-Whole Redemption Margin" has the meaning given in the relevant Final Terms;

"Optional Redemption Amount" means, the nominal amount of the Notes to be redeemed, the Make-Whole Redemption Amount and/or such other amount as may be specified in the relevant Final Terms and in each case the Optional Redemption Amount shall be specified in the Final Terms and may constitute different amounts which depend on the date that the Issuer Call is exercised;

"Quotation Time" has the meaning given in the relevant Final Terms; and

"Reference Security" shall be the security as specified in the relevant Final Terms or, where the Calculation Agent advises the Issuer and Trustee that, for reasons of illiquidity or otherwise, such security is not appropriate for such purpose, such other government stock as the Calculation Agent may recommend.

6.5 Redemption at the option of the Noteholders (Investor Put)

This Condition 6.5 applies only to Senior Notes which are subject to redemption prior to the Maturity Date at the option of the Noteholder, such option being referred to as an "Investor Put". The relevant Final Terms contain provisions applicable to any Investor Put and must be read in conjunction with this Condition 6.5 for full information on any Investor Put. In particular, the relevant Final Terms will identify the Optional Redemption Date(s), the Optional Redemption Amount and the applicable notice periods.

If Investor Put is specified as being applicable in the relevant Final Terms in respect of any Series of Senior Notes, upon the holder of any Note giving to the Issuer in accordance with Condition 13 not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms, the Issuer will redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date. To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a "Put Notice") and in which the holder must specify a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition 6.5 accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on their instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common safekeeper, as the case may be, for them to the Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.

Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg given by a holder of any Note pursuant to this Condition 6.5 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 9, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 6.5.

6.6 Clean-up Call Option

If Clean-up Call Option is specified in the relevant Final Terms as being applicable, and if, at any time (or in the case of Tier 2 Notes, at any time from the fifth anniversary of issuance of the last Tranche of such Notes, unless otherwise permitted by the PRA) (other than as a direct result of a redemption of some, but not all, of the Notes at the Make-Whole Amount at the Issuer's option pursuant to Condition 6.4), the outstanding aggregate nominal amount of the Notes is 20 per cent. (or such other amount as is specified in the relevant Final Terms) or less of the aggregate nominal amount of the Notes originally issued (and, for these purposes, any further Notes issued pursuant to Condition 17 and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued) (the "Clean-up Call Threshold"), subject to Condition 6.12 in the case of Tier 2 Notes, the Issuer may redeem all (but not some only) of the remaining outstanding Notes on any date (or, if the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable, on any Interest Payment Date) on giving not less than the minimum period nor more than the maximum period of notice specified in the relevant Final Terms to the Noteholders (which notice shall specify the date for redemption and shall be irrevocable), at the Optional Redemption Amount (Clean-up Call) together with any accrued and unpaid interest up to (but excluding) the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 6.6, the Issuer shall deliver to the Trustee a certificate signed by two authorised signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the outstanding aggregate nominal amount of the Notes is (other than as a direct result of a redemption of some, but not all, of the Notes at the Make-Whole Amount at the Issuer's option pursuant to Condition 6.4) equal to or less than the Clean-up Call Threshold. The Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the condition precedent set out above, in which event it shall be conclusive and binding on the Noteholders and the Couponholders.

In these Conditions:

"Optional Redemption Amount (Clean-up Call)" has the meaning given to it in the relevant final Terms.

6.7 Early Redemption Amounts

For the purpose of Conditions 6.2 and 6.3 above and Condition 9 below the references therein to "Early Redemption Amount" shall mean for:

• (a) each Note (other than a Zero Coupon Note), that it will be redeemed at its Early Redemption Amount (as specified in the relevant Final Terms); and
• (b) each Zero Coupon Note, that it will be redeemed at an amount (the "Amortised Face Amount") calculated in accordance with the following formula:

$$\text{Early Reduction Amount} = \frac{RP \times \left(1 + AY\right)^{\gamma}}{\left(1 + A\right)^{\gamma}}$$

where:

• "RP" means the Reference Price;
• "AY" means the Accrual Yield expressed as a decimal; and
• y is the Day Count Fraction specified in the relevant Final Terms which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date

of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365).

6.8 Purchases

The Issuer, the Guarantors or any Subsidiary of the Issuer or the Guarantors may, subject to the provisions of Condition 6.12 in the case of Tier 2 Notes, at any time purchase Notes (provided that, in the case of definitive Notes, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the Guarantors, surrendered to any Paying Agent for cancellation.

This Condition 6.8 shall apply to the extent purchases of Tier 2 Notes are not prohibited by the Capital Regulations.

Any Notes so purchased, while held by or on behalf of the Issuer, the Guarantors or any Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quora at meetings of the Noteholders for the purposes of Conditions 6, 9 and 14.

6.9 Cancellation

All Notes which are redeemed will forthwith be cancelled (together with all Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 6.8 above (together with all Coupons and Talons cancelled therewith) shall be forwarded to the Agent and cannot be reissued or resold.

6.10 Late payment on Zero Coupon Notes

If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 6.1, 6.2, 6.3, 6.4, 6.5 or 6.6 above or upon its becoming due and repayable as provided in Condition 9 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 6.7(b) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:

• (a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
• (b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 13.

6.11 Substitution or Variation of Tier 2 Notes

If at any time a Capital Disqualification Event or a Tax Event occurs in respect of a series of Tier 2 Notes, the Issuer may, subject to the provisions of Condition 6.12 on giving not less than the minimum period nor the maximum period of notice specified in the relevant Final Terms to the Trustee and the Agent and, in accordance with Condition 13, the Noteholders (which notice shall be irrevocable) either substitute all (but not some only) of the Notes for, or vary the terms of the Notes and/or the terms of the Trust Deed so that they remain or, as appropriate, become, Qualifying Tier 2 Notes (as defined below), provided that such substitution or variation does not itself give rise to any right of the Issuer to redeem the substituted or varied securities that is inconsistent with the redemption provisions of the Notes.

The Trustee shall be obliged (at the request and expense of the Issuer) to agree with the Issuer without the consent of the Noteholders to any substitution of the Notes for, or the variation of the terms of the Notes so that they remain or, as appropriate, become, Qualifying Tier 2 Notes as aforesaid, provided that (i) the Trustee receives the certificate in the form described in the definition of Qualifying Tier 2 Notes in accordance with the provisions thereof, and (ii) the terms of the proposed Qualifying Tier 2 Notes, the amended terms of the Trust Deed or the agreement to such substitution or variation, as the case may be, would not, in the Trustee's opinion, impose more onerous obligations upon it or expose it to any additional liabilities, responsibilities or duties or reduce or amend the rights and/or protections afforded to it.

"Qualifying Tier 2 Notes" means securities issued directly or indirectly by the Issuer that:

• (a) have terms not materially less favourable to the Noteholders as a class than the terms of the Notes (as reasonably determined by the Issuer in consultation with an investment bank or financial adviser of international standing which in either case is independent of the Issuer, and provided that a certification to such effect of two authorised signatories of the Issuer shall have been delivered to the Trustee not less than five Business Days prior to (i) in the case of a substitution of the Notes, the issue of the relevant securities or (ii) in the case of a variation of the Notes, such variation, as the case may be), and, subject thereto, they shall (1) have a ranking at least equal to that of the Notes prior to such substitution or variation, as the case may be, (2) have at least the same interest rate and the same Interest Payment Dates as those from time to time applying to the Notes prior to such substitution or variation, as the case may be, (3) have the same redemption rights for Noteholders as the Notes prior to such substitution or variation, as the case may be, (4) comply with the then current requirements of the Capital Regulations in relation to Tier 2 Capital, (5) preserve any existing rights under the Notes to any accrued interest which has not been paid in respect of the period from (and including) the Interest Payment Date last preceding the date of substitution or variation, as the case may be, or, if none, the Interest Commencement Date, (6) do not contain terms which provide for interest cancellation or deferral, (7) do not contain terms providing for loss absorption through principal write-down or conversion to ordinary shares, and (8) where Notes which have been substituted or varied had a published solicited rating from a Rating Agency immediately prior to such substitution or variation, each such Rating Agency has ascribed, or announced its intention to ascribe, an equal or higher published rating to the relevant Qualifying Tier 2 Notes; and
• (b) are listed on a recognised stock exchange (within the meaning of section 1005 of the Income Tax Act 2007 (as the same may be amended, supplemented or replaced from time to time) (the "Income Tax Act") for the purposes of section 987 of the Income Tax Act) or admitted to trading on a multilateral trading facility operated by a regulated recognised stock exchange (within the meaning of section 987 of the Income Tax Act), if the Notes were listed immediately prior to such substitution or variation, as selected by the Issuer and notified to the Trustee.

6.12 Conditions to Purchase, Redemption and Substitution or Variation of Tier 2 Notes

Tier 2 Notes may only be purchased pursuant to Condition 6.8, (in the case only of redemption prior to the relevant Maturity Date) redeemed by the Issuer pursuant to Condition 6.2, Condition 6.3, Condition 6.4 or Condition 6.6 or substituted or varied pursuant to Condition 6.11, in each case, provided that (except to the extent that the Capital Regulations no longer so require):

• (a) to the extent required by the Capital Regulations and/or the PRA at the time, the Issuer has given such notice to the PRA as the PRA may then require before it becomes committed to such a purchase, redemption or substitution or variation and the PRA has granted permission for the Issuer to make such redemption, repurchase or substitution or variation and any other requirements of the Capital Regulations and/or the PRA applicable to such purchase, redemption or substitution or variation at the time have been complied with by the Issuer; and
• (b) in respect of any redemption proposed to be made pursuant to Condition 6.2 or 6.3 or purchase proposed to be made pursuant to Condition 6.8 only, and except to the extent

that the Capital Regulations no longer so require, the Issuer may only redeem or purchase the Notes before five years after the Issue Date of the first Tranche of such Notes if, in addition to the condition set out in (a) above, (x) the Issuer demonstrates to the satisfaction of the PRA that in the case of a redemption, the circumstance that entitles it to exercise such right of redemption (i) was not reasonably foreseeable as at the Issue Date of the last Tranche of the Notes; (ii) in the case of any redemption under Condition 6.2, is as a result of a material change in the applicable tax treatment; (y) in the case of any redemption under Condition 6.3, the circumstance that entitles it to exercise such right of redemption is a result of a change in the regulatory classification of the Notes which the PRA considers to be sufficiently certain; and (z) in the case of a purchase pursuant to Condition 6.8, the Issuer having demonstrated to the satisfaction of the PRA that the Issuer has (or will have), before or at the same time as such purchase, replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer, and the PRA having permitted such action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances.

6.13 Definitions

As used in these Conditions:

"Capital Regulations" means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, the UK CRD, and any regulations, requirements, guidelines and policies relating to capital adequacy adopted by the PRA from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Issuer or to the Regulatory Group (as defined below));

"EU CRD" means:

• (a) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before IP completion day; and
• (b) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended before IP completion day;

"EUWA" means the European Union (Withdrawal) Act 2018;

"IP completion day" has the meaning given in the European Union (Withdrawal Agreement) Act 2020;

"PRA" means the Prudential Regulation Authority or such other governmental authority in the United Kingdom (or, if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, in such other jurisdiction) having primary supervisory authority with respect to the Issuer;

"Regulatory Group" means the Issuer, its subsidiary undertakings, participations, participating interests and any subsidiary undertakings, participations or participating interests held (directly or indirectly) by any of its subsidiary undertakings from time to time and any other undertakings from time to time consolidated with the Issuer for regulatory purposes, in each case in accordance with the rules and guidance of the PRA then in effect;

"UK CRD" means the legislative package consisting of:

• (a) UK CRR;
• (b) the law of the UK or any part of it (as amended or replaced in accordance with domestic law from time to time), which immediately before IP completion day implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on

access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures, such Directive as amended before IP completion day; and

(c) direct EU legislation (as defined in the EUWA), which immediately before IP completion day implemented EU CRD as it forms part of domestic law of the United Kingdom by virtue of the EUWA and as the same may be amended or replaced in accordance with domestic law from time to time; and

"UK CRR" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms (including as amended by Regulation (EU) 2019/876 of the European Parliament and of the Council of 20 May 2019 to the extent then in application), as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

7. TAXATION

All payments of principal and interest in respect of the Notes and Coupons (or, as applicable, under the Guarantee, as the case may be) by the Issuer or the Guarantors (as applicable) will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of or within any Tax Jurisdiction or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the Guarantors (as applicable) will pay such additional amounts (in the case of Tier 2 Notes and/or Tier 2 Coupons, in respect of the payment of any interest in respect of such Tier 2 Notes and/or Tier 2 Coupons only (but not in respect of the payment of any principal in respect of such Tier 2 Notes)) as shall be necessary in order that the net amounts received by the Noteholders or Couponholders after such withholding or deduction shall equal the respective amounts of principal (in the case of Senior Notes only) and interest which would otherwise have been receivable in respect of the Notes or Coupons (or under the Guarantee (as applicable)), as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon:

• (a) the holder of which is liable for such taxes or duties in respect of such Note or Coupon by reason of such holder having some connection with a Tax Jurisdiction other than the mere holding of such Note or Coupon; or
• (b) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 5.2).

As used in these Conditions:

"Tax Jurisdiction" means any jurisdiction under the laws of which the Issuer or any Guarantor (as applicable), or any successor to the Issuer or the Guarantor(s) (as applicable), or any entity which becomes an additional guarantor under Condition 14, is organised or in which it is resident for tax purposes; and

the "Relevant Date" means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 13.

Notwithstanding any other provision in these Conditions, the Issuer shall be entitled to withhold and deduct any amounts required to be deducted or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, or otherwise imposed pursuant to (i) any regulations thereunder or official interpretations thereof, or (ii) an intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof, or (iii) any law implementing such an intergovernmental agreement (any such withholding or deduction, a "FATCA Withholding"), and no person shall be required to pay any additional amounts in respect of FATCA Withholding.

8. PRESCRIPTION

Claims for principal in respect of Bearer Notes shall become void unless the relevant Bearer Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest in respect of Bearer Notes shall become void unless the relevant Coupons are presented for payment within five years of the appropriate Relevant Date. Claims for principal and interest on redemption in respect of Registered Notes shall become void unless the relevant Note Certificates are surrendered for payment within ten years of the appropriate Relevant Date.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 5.1 or any Talon which would be void pursuant to Condition 5.1.

9. EVENTS OF DEFAULT AND ENFORCEMENT

9.1 Events of Default and Enforcement Events

(a) Events of Default

The provisions of this Condition 9.1(a) shall apply in relation to any Series of Senior Notes only.

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), (but in the case of the happening of any of the events described in paragraphs (ii), (iv) and (v), only if the Trustee shall have certified in writing to the Issuer and the Guarantors that such event is, in its opinion, materially prejudicial to the interests of the Noteholders), give notice in writing to the Issuer that each Note is, and each Note shall thereupon immediately become, due and repayable at its Early Redemption Amount together with accrued interest as provided in the Trust Deed if any of the following events (each an "Event of Default") shall occur:

• (i) the Issuer fails to pay the principal or any interest on any of the Notes when due and such failure continues for a period of five Business Days; or
• (ii) the Issuer or any Guarantor does not perform or comply with any one or more of its other obligations in the Notes or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 25 days after notice of such default shall have been given to the Issuer or the relevant Guarantor(s) by the Trustee; or
• (iii) (A) any other present or future Financial Indebtedness of the Issuer or a Guarantor or any of their respective Subsidiaries become due and payable prior to their stated maturity by reason of default, event of default or the like (howsoever described), or (B) any such Financial Indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer or a Guarantor or any of their respective Subsidiaries fails to pay, when due any amount payable by it under any present or future guarantee for, or indemnity in respect of Financial Indebtedness provided that the aggregate amount of the relevant Financial Indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this Condition 9.1(a)(iii) have occurred equals or exceeds £5,000,000 or its equivalent (as determined by the Trustee); or
• (iv) a distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer or a Guarantor or any Material Subsidiary and remains undischarged for 60 days; or
• (v) any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or a Guarantor or any Material Subsidiary becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, administrator, manager or other similar person); or
• (vi) the Issuer or a Guarantor or any Material Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or, in the opinion of the Trustee, a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or a Guarantor or any Material Subsidiary; or
• (vii) (A) an administrator is appointed, an order is made or an effective resolution passed for the winding up or dissolution or administration of the Issuer or a Guarantor or any Material Subsidiary; or

(B) the Issuer or a Guarantor ceases or threatens to cease to carry on all or substantially all of its business or operations,

except for the purpose of and followed by a reconstruction, amalgamation, reorganisation, merger or consolidation (x) on terms approved by the Trustee or by an Extraordinary Resolution of the Noteholders, or (y) in the case of a Material Subsidiary, whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or a Guarantor (as the case may be) or another of its Subsidiaries; or

• (viii) in the opinion of the Trustee, any material obligations of the Issuer or any Guarantor are not or cease to be legal, valid and enforceable; or
• (ix) any of the Guarantors is not or ceases to be a Subsidiary of the Issuer; or
• (x) a Guarantee is not (or is claimed by a Guarantor not to be) in full force and effect.

(b) Enforcement Events

The provisions of this Condition 9.1(b) shall apply in relation to any Series of Tier 2 Notes only.

The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in nominal amount of the relevant Series of Tier 2 Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or prefunded to its satisfaction), without further notice:

• (i) if the Issuer fails to pay the principal of or interest on any of the Tier 2 Notes when due and such failure continues for a period of five Business Days, institute proceedings for the winding up of the Issuer in England (or such other jurisdiction in which the Issuer is organised) (but not elsewhere) and/or prove in any Winding Up or Qualifying Procedure of the Issuer, but may take no other action in respect of such default;
• (ii) if an order is made or an effective resolution is passed for the Winding Up or a Qualifying Procedure of the Issuer, give notice to the Issuer that the Tier 2 Notes of such Series are, and they shall accordingly immediately become, due and repayable at their Early Redemption Amount together with accrued but

unpaid interest (subject to Condition 2.2(b)) and the Trustee may prove and/or claim in such Winding Up or Qualifying Procedure of the Issuer; or

For the avoidance of doubt, any resolution action or moratorium pursuant to the Banking Act 2009, as amended, which does not constitute a Winding Up or Qualifying Procedure, shall not permit the Trustee or the Noteholders to declare the Tier 2 Notes due and payable.

(iii) without prejudice to paragraph (i) or (ii) above, if the Issuer breaches any of its obligations under the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series (other than any payment obligation of the Issuer under or arising from the Trust Deed or the Tier 2 Notes or Tier 2 Coupons of the relevant Series, including, without limitation, payment of any principal or interest in respect of the Tier 2 Notes and Tier 2 Coupons and any damages awarded for breach of any obligations) subject as provided below, at its discretion and without further notice, institute such steps, actions or proceedings as it may think fit to enforce the obligation in question provided always that the Trustee (acting on behalf of the Noteholders but not the Trustee acting in its personal capacity under the Trust Deed) and the Noteholders may not enforce, and may not be entitled to enforce or otherwise claim, against the Issuer any judgment or other award given in such proceedings that requires the payment of money by the Issuer, whether by way of damages or otherwise (a "Monetary Judgment"), except by proving such Monetary Judgment in a winding up of the Issuer and/or claiming such Monetary Judgment in an administration of the Issuer and in no event shall the Issuer, by virtue of the institution of any such steps, actions or proceedings, be obliged to pay any sum or sums, in cash or otherwise, sooner than the same would otherwise have been payable by it pursuant to these Conditions and the Trust Deed. Nothing in this Condition 9.1(b) shall, however, prevent the Trustee acting in its personal capacity under the Trust Deed instituting proceedings for the winding up of the Issuer in England (or such other jurisdiction in which the Issuer is organised) (but not elsewhere) and/or proving in any Winding Up or Qualifying Procedure of the Issuer in respect of any payment obligations of the Issuer arising from such Tier 2 Notes, Tier 2 Coupons or the Trust Deed (including any damages awarded for breach of any such obligations),

(each, an "Enforcement Event").

No remedy against the Issuer other than the institution of the proceedings referred to in this Condition 9.1(b) or proving in a Winding Up or Qualifying Procedure of the Issuer, shall be available to the Trustee or the Tier 2 Noteholders or the Tier 2 Couponholders whether for the recovery of amounts owing in respect of the Tier 2 Notes or Tier 2 Coupons or under the Trust Deed in relation thereto (other than in the case of any amounts due to the Trustee in respect of its costs, charges, expenses, liabilities or remuneration or the rights and remedies of the Trustee in respect thereof) or in respect of any breach by the Issuer of any of its other obligations under or in respect of the Tier 2 Notes or Tier 2 Coupons or under the Trust Deed in relation thereto.

For the purposes of this Condition 9:

"Base IFRS" means United Kingdom adopted international accounting standards within the meaning of section 474(1) of the Companies Act 2006 as applied by the Issuer in connection with the preparation of the audited consolidated financial statements of the Issuer for the financial year ended 31 December 2021.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London.

"Consolidated EBITA" means, in respect of any period, the consolidated profit of the Group and the profits of any joint venture and associates of the Group for that period:

(a) after adding back (to the extent otherwise deducted) interest payable;

• (b) before any deduction for or on account of taxation;
• (c) after adding back (to the extent otherwise deducted) any amount attributable to the impairment of goodwill;
• (d) after adding back (to the extent otherwise deducted) any amount attributable to the amortisation or impairment of intangible assets (excluding any deferred acquisition costs in respect of any of the Regulated Subsidiaries);
• (e) excluding any item of income or expense that is material (either individually or in aggregate) and either of an unusual or a non-recurring nature including, without limitation, any such item:
  • (i) in relation to:
    • (A) the restructuring of the activities of an entity;
    • (B) disposals, revaluations or impairment of non-current assets; or
    • (C) disposals of assets associated with discontinued operations; or
  • (ii) which is a reversal of any item falling within this paragraph (e); and
• (f) excluding the effect under IAS 32 and IAS 39 of the fair valuation of derivative assets and liabilities,

all as determined in accordance with Base IFRS.

"Financial Indebtedness" means, without double counting, any indebtedness for or in respect of:

• (a) moneys borrowed;
• (b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
• (c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes debentures, loan stock or any similar instrument;
• (d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Base IFRS, be treated as a balance sheet liability;
• (e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
• (f) any amount raised under any other transaction (including any forward sale or purchase agreement, but excluding any amounts held on deposit by Vanquis Bank Limited) having the commercial effect of a borrowing in accordance with Base IFRS;
• (g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close out of that derivative transaction, that amount) shall be taken into account);
• (h) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
• (i) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

"Gross Tangible Assets" means, in relation to the Issuer or any Subsidiary of the Issuer or grouping of the foregoing referred to in these Conditions, the total of the fixed and current assets of such entity or grouping, but excluding:

• (a) sums due to such entity or grouping from other members of the Group; and
• (b) any amounts attributable to goodwill and other intangible assets,

as determined in accordance with Base IFRS.

"Group" means the Issuer and its Subsidiaries for the time being.

"Material Subsidiary" means each Subsidiary of the Issuer (other than any Stand Alone Subsidiary) from time to time whether owned at the date of issue of the Notes or acquired subsequently:

• (a) whose Gross Tangible Assets represents 7.5 per cent. or more of the Gross Tangible Assets of the Group, immediately before the relevant company becomes a Subsidiary of the Issuer in the case of an acquired Subsidiary; or
• (b) whose profit for the financial period of the Issuer and its Subsidiaries then most recently ended (calculated with respect to such Subsidiary in the same manner as Consolidated EBITA is calculated) represents 7.5 per cent. or more of Consolidated EBITA, immediately before the relevant company becomes a Subsidiary of the Issuer in the case of an acquired Subsidiary.

In the case of such a Subsidiary which itself has Subsidiaries (the "Relevant Group"), the calculation shall be made by comparing the Gross Tangible Assets or consolidated profit (calculated in the same manner as Consolidated EBITA is calculated), as the case may be, of the Relevant Group to the Gross Tangible Assets or Consolidated EBITA of the Group.

"Non-Guaranteeing Subsidiary" means any Subsidiary of the Issuer which is not a Regulated Subsidiary, a Guarantor or a Stand Alone Subsidiary, and "Non-Guaranteeing Subsidiaries" means all such Subsidiaries.

"Regulated Subsidiary" means any Subsidiary of the Issuer which is:

• (a) an institution or a Subsidiary of such an institution, authorised or permitted under applicable law or regulation to accept deposits from the general public, and which does so accept deposits, in the course of its business; or
• (b) permitted under the Financial Services and Markets Act 2000 (as amended) to effect and carry out contracts of insurance or which is a Subsidiary of the same; or
• (c) an institution or a Subsidiary of such an institution not falling within paragraph (b), authorised or permitted under applicable law or regulation to engage, and which does so engage, in the business of writing or issuing contracts of insurance with the general public or in the business of writing similar contracts for the purpose of the spreading or underwriting of specified risks or peril,

and "Regulated Subsidiaries" means all such Subsidiaries, and any reference in this definition (i) to any statute shall be construed as a reference to the same as it may have been or may from time to time be amended, modified or re-enacted or (ii) to any body shall include any successor thereto.

"Stand Alone Subsidiary" means any Subsidiary of the Issuer:

• (a) which is not a Regulated Subsidiary;
• (b) whose Financial Indebtedness is not guaranteed by the Issuer, any Guarantor or any Non-Guaranteeing Subsidiary and the person to whom the Financial Indebtedness is

owed has no recourse to the Issuer, any Guarantor or any Non-Guaranteeing Subsidiary in respect of any failure to pay that Financial Indebtedness; and

(c) which does not provide guarantees in respect of the Financial Indebtedness of the Issuer, the Guarantors and the Non-Guaranteeing Subsidiaries.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

A certificate signed by two authorised signatories of the Issuer stating a Subsidiary is or is not or was or was not at any particular time or any particular period a Material Subsidiary shall in the absence of manifest error be conclusive and binding on the Issuer, the Guarantors, the Trustee and the Noteholders.

9.2 Enforcement

The Trustee may at any time, at its discretion and without notice, take such steps, actions or proceedings against the Issuer and/or the Guarantors (as applicable) as it may think fit to enforce the provisions of the Trust Deed, the Notes and the Coupons, but it shall not be bound to take any such steps, actions or proceedings or any other action in relation to the Trust Deed, the Notes or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

No Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or the Guarantors (as applicable) or take any of the steps or actions referred to in Condition 9 or prove in any Winding Up or Qualifying Procedure of the Issuer unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing and then only in the name of the Trustee and on giving an indemnity and/or security and/or prefunding satisfactory to the Trustee, and only to the same extent (but not further or otherwise) that the Trustee would have been entitled to do so.

10. REPLACEMENT OF NOTES, COUPONS AND TALONS

Should any Note, Note Certificate, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Agent, in the case of Bearer Notes, or the Registrar, in the case of Registered Notes (and, if the Notes are then admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent or Transfer Agent in any particular place, the Paying Agent or Transfer Agent having its Specified Office in the place required by such competent authority, stock exchange and/or quotation system) subject to all applicable laws and competent authority, stock exchange and/or quotation system requirements, upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes, Coupons or Talons must be surrendered before replacements will be issued.

11. PAYING AGENTS AND REGISTRAR

The names of the initial Paying Agents, Registrar and Transfer Agent and their initial specified offices (each such office a "Specified Office") are set out below. If any additional Paying Agents or Transfer Agents are appointed in connection with any Series, the names of such Paying Agents or Transfer Agents will be specified in Part B of the relevant Final Terms.

The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of the Registrar, any Paying Agent and/or any Transfer Agent and/or appoint additional or other Paying Agents and/or Transfer Agents and/or approve any change in the specified office through which any Paying Agent, Registrar or Transfer Agent acts, provided that:

(a) there will at all times be an Agent;

• (b) there will at all times be a Registrar in relation to Registered Notes;
• (c) if a Calculation Agent is specified in the relevant Final Terms, the Issuer, failing which any of the Guarantors, shall at all times maintain a Calculation Agent; and
• (d) if and for so long as the Notes are admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer, failing which the Guarantors shall maintain a Paying Agent having its specified office in the place required by such competent authority, stock exchange and/or quotation system.

In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 5.1. Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 13.

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

12. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 8.

13. NOTICES

All notices regarding the Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such publication in a newspaper will be made in the Financial Times in London. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Bearer Notes are for the time being listed or by which they have been admitted to trading. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

Notices to the Holders of Registered Notes shall be sent to them by first class mail (or its equivalent) or (if posted to an overseas address) by airmail at their respective addresses on the Register. Any such notice shall be deemed to have been given on the fourth day after the date of mailing. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Registered Notes are for the time being listed or by which they have been admitted to trading. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.

Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Agent, or with the Registrar in the case of Registered Notes. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing any Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and such notices shall be deemed to have been given on the date of delivery to Euroclear and/or Clearstream Luxembourg.

14. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION

The Trust Deed contains provisions for convening meetings (including to be held by way of audio or video conference call) of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Coupons or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer, the Guarantors (in respect of Senior Notes only) or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than one-tenth in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than half in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes or the Coupons or the Trust Deed (including modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing, altering or cancelling the amount of principal or the rate of interest payable in respect of the Notes or altering the currency of payment of the Notes, or the Coupons but excluding any modification or amendment made in accordance with Condition 4.3(g)), the quorum shall be one or more persons holding or representing not less than three-quarters in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter in nominal amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at such meeting, and on all Couponholders.

The Trust Deed provides that (i) a resolution in writing signed by or on behalf of holders of not less than three quarters of the nominal amount of the Notes for the time being outstanding or (ii) where Notes are represented by a Temporary Global Note and/or a Permanent Global Note and/or a Global Registered Note or are held in definitive form within the relevant Clearing System(s), approval of a resolution given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held.

The Trustee may agree, without the consent of the Noteholders or Couponholders, to any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or the Trust Deed (except as set out in the Trust Deed) including any substitution or variation pursuant to Condition 6.11 in respect of Tier 2 Notes, where applicable, or determine, without any such consent as aforesaid, that any Event of Default, Enforcement Event, potential Event of Default or potential Enforcement Event shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Trustee, is of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders and the Couponholders and any such modification shall be notified to the Noteholders in accordance with Condition 13 as soon as practicable thereafter. No modification of these Conditions insofar as it relates to the Conditions of any Series of Tier 2 Notes or substitution or variation in respect of any Series of Tier 2 Notes shall be effected without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (in each case solely to the extent then required by the Capital Regulations).

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination, variation or substitution), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer, the Guarantors (in respect of Senior Notes only), the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders or Couponholders except to the extent already provided for in Condition 7 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 7 pursuant to the Trust Deed.

The Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution of certain other entities in place of the Issuer or a Guarantor, as applicable, (or of any previous substitute under this Condition) under the Notes, the Coupons and the Trust Deed (as set out in the Trust Deed).

In the case of such a substitution the Trustee may agree, without the consent of the Noteholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders. No such substitution or change in governing law shall be effected in relation to any Series of Tier 2 Notes without prior notification to, and receiving no objection from and/or receiving the consent of, the PRA (solely to the extent then required by the Capital Regulations).

In addition, pursuant to Condition 4.3(g), certain changes may be made to the interest calculation provisions of the Floating Rate Notes or Reset Notes in the circumstances and as otherwise set out in such Condition, without the requirement for consent of the Trustee or the Noteholders.

In respect of Senior Notes only, the Trust Deed also contains provisions requiring the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, to the resignation of a guarantor, or to the addition of a new guarantor. Any such addition of a new guarantor in respect of Senior Notes (each a "Guarantor Accession") shall take place as soon as reasonably practicable following the addition of such new guarantor as a guarantor or borrower under the Facilities Agreement (as defined in the Trust Deed) or any Relevant Indebtedness of the Issuer. If a Guarantor is not for the time being a guarantor under the Facilities Agreement (including, for the avoidance of doubt, a Guarantor not being a guarantor or borrower under the Facilities Agreement as a result of the Facilities Agreement being cancelled or otherwise terminated) or any Relevant Indebtedness of the Issuer (including, for the avoidance of doubt, as a result of such Relevant Indebtedness being repurchased or redeemed or maturing), then such Guarantor shall, upon the delivery of a written notice from the Issuer to the Trustee, be deemed released from all obligations under any Guarantee of the Senior Notes without any further action required on the part of the Trustee, any Noteholder or any Couponholder. Any such written notice must be signed by two authorised signatories of the Issuer and must contain a certification to the Trustee that such Guarantor is no longer providing (or will, at the time of delivery of such written notice, immediately cease to provide), in accordance with the terms of the Facilities Agreement and Relevant Indebtedness (if any is outstanding at the time), any guarantee in respect of any Facilities Agreement or Relevant Indebtedness. In the event that the Issuer chooses not to release a Guarantor as a result of it not being a guarantor under the Facilities Agreement and any Relevant Indebtedness (as applicable) of the Issuer, this shall not prejudice the Issuer's ability to effect such release at any later date, subject to the provisions of this Condition and the Trust Deed remaining satisfied. In the case of a Guarantor Accession, the Trustee may agree, without the consent of the Noteholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not, in the opinion of the Trustee, be materially prejudicial to the interests of the Noteholders. The Issuer will provide to the Trustee 15 days' notice of any planned change of guarantor pursuant to this Condition and the Trust Deed.

The Issuer will notify Noteholders in the event of any substitution of the Issuer, or of any previous substituted company, or, in respect of Senior Notes only, of any resignation of a Guarantor or addition of a new guarantor, pursuant to this Condition 14.

15. RECOGNITION OF UK BAIL-IN POWER

(a) Agreement and Acknowledgement with Respect to the Exercise of the UK Bail-in Power

Notwithstanding and to the exclusion of any other term of any Notes or any other agreements, arrangements, or understandings between the Issuer and any Holder (or the Trustee on behalf of the Holders), by its acquisition of the Notes, each Holder acknowledges and accepts that the Amounts Due arising under the Notes may be subject to the exercise of the UK Bail-in Power by the Resolution Authority, and acknowledges, accepts, consents, and agrees to be bound by:

• (i) the effect of the exercise of the UK Bail-in Power by the Resolution Authority, that may include and result in any of the following, or some combination thereof:
  • (A) the reduction of all, or a portion, of the Amounts Due;
  • (B) the conversion of all, or a portion, of the Amounts Due in respect of the Notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the Holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes;
  • (C) the cancellation of the Notes; or
  • (D) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and
• (ii) the variation of the terms of the Notes, if necessary, to give effect to the exercise of the UK Bail-in Power by the Resolution Authority.
• (b) Definitions

For the purposes of this Condition 15 (Recognition of UK Bail-in Power):

"Amounts Due" means the principal amount of, and any accrued but unpaid interest on, the Notes. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of the UK Bail-in Power by the Resolution Authority.

"Resolution Authority" means the Bank of England or any successor or replacement thereto or such other authority in the United Kingdom (or if the Issuer becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the recovery and/or resolution of the of the Issuer and/or the Regulatory Group.

"UK Bail-in Power" means any write-down, conversion, transfer, modification and/or suspension power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Issuer or other members of the Regulatory Group, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a resolution regime in the United Kingdom under the Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the Financial Services (Banking Reform) Act 2013, secondary legislation or otherwise), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, written-down, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person.

(c) Payment of Interest and Other Outstanding Amounts Due

No repayment or payment of Amounts Due in relation to the Notes will become due and payable or be paid after the exercise of any UK Bail-in Power by the Resolution Authority if and to the extent such amounts have been reduced, written-down, converted, cancelled, amended or altered as a result of such exercise.

(d) Event of Default

Neither a reduction or cancellation, in part or in full, of the Amounts Due, the conversion thereof into another security or obligation of the Issuer or another person, as a result of the exercise of the UK Bail-in Power by the Resolution Authority with respect to the Issuer, nor the exercise of the UK Bail-in Power by the Resolution Authority with respect to the Notes will be an Event of Default, Enforcement Event or default, for any purpose.

(e) Notice

Upon the exercise of the UK Bail-in Power by the Resolution Authority with respect to any Notes, the Issuer shall as soon as reasonably practicable notify the Trustee and the Principal Paying Agent in writing of such exercise and give notice of the same to Holders in accordance with Condition 13 (Notices). Any delay or failure by the Issuer in delivering any notice referred to in this Condition 15(e) (Recognition of UK Bail-in Power – Notice) shall not affect the validity and enforceability of the UK Bail-in Power.

16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or prefunded to its satisfaction.

The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer, the Guarantors and/or any of their respective Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer, the Guarantors and/or any of their respective Subsidiaries, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders or Couponholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.

17. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Noteholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and the date from which interest starts to accrue and so that the same shall be consolidated and form a single Series with the outstanding Notes.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

19. GOVERNING LAW

The Trust Deed, the Agency Agreement, the Notes, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes and the Coupons are governed by, and shall be construed in accordance with, English law.

BUSINESS DESCRIPTION

INTRODUCTION

Established in 1880, Vanquis Banking Group plc (formerly known as Provident Financial plc) (the "Issuer") and its subsidiaries and its subsidiary undertakings from time to time (together, the "Group") is one of the leading providers of personal credit products to the non-standard credit market in the UK, as at 30 June 2023 servicing over 1.75 million customers. In addition, the Group acquired Usnoop Limited ("Snoop"), a personal finance management app with 100,000 monthly-active customers on 7 August 2023.

The Issuer was incorporated as a public limited company in England and Wales on 31 August 1960 with registered number 00668987. It has its principal place of business and registered office at No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU and its telephone number is +44 1274 351 135.

On 2 March 2023, the Issuer changed its name from "Provident Financial plc" to "Vanquis Banking Group plc".

The Group operates two business divisions which provided specialised products to meet the needs of the non-standard credit market: (i) Vanquis Bank Limited division ("Vanquis Bank"), which offers a range of credit card products, unsecured personal loans and savings products; and (ii) the Moneybarn division ("Moneybarn"), which offers secured motor finance on a range of asset classes, including cars, motorbikes and light commercial vehicles.

As at 30 June 2023, Vanquis Bank had over 1.65 million customers and £1.35 billion in net receivables, with an estimated 16 per cent. share of the UK non-prime (i.e. near-prime, mid-cost and sub-prime) segment for credit cards and approximately 1.1 per cent. market share of the UK non-prime segment for personal loans. Moneybarn had over 110,000 customers and over £760 million in net receivables, representing an approximately 5.6 per cent. market share of the UK non-prime segment.

The Group has also historically operated through its Consumer Credit Division ("CCD") and the business has been discontinued.

The Group's driving social purpose is to help put people on a path to a better everyday life which is inherently linked with its focus on providing consumers otherwise not well served by the mainstream credit market with a broad range of products suited to their individual needs.

The Group's strategy is to build upon its successful repositioning to a specialist banking group focused on mid-cost lending and has continued its expansion into near-prime segments. The Group's strategic and operational initiatives include: (i) investing for the future in IT and talent; (ii) expanding its customer offering with new products and digital enhancements; (iii) optimising its cost base; and (iv) growing through selective merger and acquisition opportunities as the UK non-standard credit market consolidates and evolves.

RECENT DEVELOPMENTS

Management changes

During summer 2023 Ian McLaughlin joined the Group as Chief Executive Officer and Sir Peter Estlin was appointed as Chair of the board of directors of the Issuer (see further "Directors" below). On 1 November 2023, David Watts was appointed as Chief Financial Officer and Executive Director of Vanquis Banking Group plc and is expected to join the board of Vanquis Bank Limited upon receipt of regulatory approval.

Group's performance for the six months ended 30 June 2023

The Group's adjusted continuing loss before tax ("LBT") for the six months ended 30 June 2023 ("H1 2023") was £5.5 million (six months ended 30 June 2022 ("H1 2022"): profit of £54.3 million) reflecting primarily the IFRS 9 impact of strong loan book growth, together with unplanned inflation driving higher costs.

• The Group's statutory LBT for H1 2023 of £14.5 million (H1 2022: profit of £37.3 million) includes £5.3 million of exceptional costs in relation to the transfer and outsourcing of activities to South Africa, the liquidation of the CCD companies and redundancy costs, and £3.7 million of amortisation of acquisition intangibles representing the fair value of broker relationships arising on the acquisition of Moneybarn in August 2014.
• As at 30 June 2023, the Group held Common Equity Tier 1 of £424 million (H1 2022: £460 million), which equated to a CET1 ratio of 21.7 per cent. (H1 2022: 27.3 per cent.) and total capital of £624 million (H1 2022: £660 million) equating to a Total Capital Ratio ("TCR") of 31.9 per cent. (H1 2022: 39.2 per cent.). The overall decrease in regulatory capital predominantly reflects the scheduled further unwind of the IFRS 9 transitional relief in regulatory capital.
• The Group's total high quality liquid resources held by Vanquis Bank in a Bank of England Reserve Account at the end of June 2023 stood at £386 million (H1 2022: £430 million).
• The board of directors of the Issuer announced an interim dividend of 5.0p with respect to H1 2023 (H1 2022: 5.0p).

Credit card business

The Group's credit card business reported an adjusted profit before tax for H1 2023 of £33.9 million (H1 2022: £75.8 million), which reflected expected credit losses from the IFRS 9 impact of strong receivables growth. Impairment charges during the same period in H1 2022 were deflated by the release of the Covid-19 provision which was no longer required.

• New customer bookings for H1 2023 were 183,000 (H1 2022: 105,000) which reflects new customer acquisition initiatives including a broader range of price points and balance transfer offerings improving.
• During the period, credit line increases issued to customers were £169 million (H1 2022: £109 million). At the end of June 2023, the average utilisation rate was approximately 47 per cent. (H1 2022: 48 per cent.) which remains below levels seen pre-Covid. The business has launched several initiatives designed to improve the utilisation rate including the launch of Android Wallet during H2 2022 and Apple Pay during July 2023.
• Customer receivables as at the end of H1 2023 stood at £1,224 million (H1 2022: £1,035 million) representing growth of 18 per cent. year on year.
• The impairment charge for H1 2023 was £55.4 million (H1 2022: £18.1 million), reflecting higher expected credit losses from the IFRS9 impact of strong loan book growth; H1 2022 benefited from the release of the Covid-19 provision which was no longer required. The annualised cost of risk in H1 2023 was 8.0 per cent. (H1 2022: 2.8 per cent.).
• The impairment charge equated to an annualised cost of risk of 8.0 per cent. for H1 2023 (H1 2022: 2.8 per cent.). The higher impairment charge offset the higher asset yield to produce a riskadjusted margin of 17.3 per cent. in H1 2023 (H1 2022: 24.6 per cent.).

Vehicle finance business

• The Group's vehicle finance business delivered a PBT for H1 2023 of £15.6 million (H1 2022: £20.2 million) with strong loan book growth driving higher interest income year on year. Vehicle finance costs in the period included a spike in handling spurious claims from several claims management companies with only a 5 per cent. uphold rate.
• Credit issued during H1 2023 increased to £249 million (H1 2022: £155 million) driven by new business volumes, notwithstanding the challenging macroeconomic backdrop highlighting the strong competitive positioning and access to the Group's capital and funding versus competitors.
• Customer receivables were £764 million at the end of June 2023 (H1 2022: £608 million) driven by the improvement in business volumes and, hence, credit issued year on year.

• The annualised cost of risk improved to 5.2 per cent. during H1 2023 (H1 2022: 5.6 per cent.) reflecting the focus on attracting lower credit risk customers since 2019, but ensuring the Group continues to provide credit for the non-prime sector.

Personal loans

• At the end of June 2023, the personal loans business had receivables of £130 million (H1 2022: £42 million) and total customer numbers of 50,000 (H1 2022: 24,000).

Group's trading update for the three months ended 30 September 2023

The three months ended 30 September 2023 ("Q3 2023") have been a period of intense change for the Group.

Operating update and strategic review

• The Group announced that during Q3 2023 it has returned to profit and taken pro-active actions to moderate lending growth across the Group's credit card, vehicle finance and personal loans businesses.
• A simplified operating model has been introduced that removes duplication and reduces costs. Cost reductions of approximately £60 million are targeted within 2024 (with 80 per cent. of savings intended to be recurring in nature), including:
  • o the continued implementation of the shared services model, initiated in 2021 to streamline the Group;
  • o areas of duplication, vacant roles and contractor positions are being removed and platforms and processes refined, notably in Finance, IT and Change and HR;
  • o removal of c.350 roles, of which c.120 are from operations which are being transferred to third party suppliers;
  • o the review of plans to deliver a single IT platform for the Group to ensure better alignment of investment spend to business strategy;
  • o extension of the use of the Group's successful operations outsourcing facility; and
  • o cost discipline has been improved in areas such as third party spend, overtime, and travel and expenses.

The majority of exceptional costs to deliver these savings will be taken in 2023 and are estimated to be approximately £6.0 million.

• Customers remain at the heart of the Group's purpose and strategic planning: the acquisition of personal financial management app Snoop in August 2023 enables the use of Artificial Intelligence and data analytics to better understand customers' needs and gives customers a smart new way to manage their money.
• A broader strategy review has been initiated that is expected to run through the fourth quarter of 2023 with the aim of segmenting customers more effectively, enabling the Group to provide more targeted, compelling customer propositions and deliver more attractive and sustainable returns for shareholders.

Trading details

• The Group's net receivables at the end of Q3 2023 grew to £2,237 million (compared to £2,118 million at the end of H1 2023), with action taken during Q3 2023 to moderate growth, to allow for a detailed review of product risk and returns.
• The Group has completed its programme of repaying all unsecured wholesale debt, which has been replaced by more efficient retail funding from Vanquis Bank.
• The cost:income ratio for Q3 2023 reduced to 62.4 per cent. (compared to 66.2 per cent. for H1 2023), reflecting income growth and the early benefits of management actions on costs.
• As at 30 September 2023, the Group continues to hold significant capital and liquidity resources above minimum regulatory requirements. It is operating at around the Board's previously guided target CET1 ratio of approximately 20 per cent, which includes any confidential and management buffers.

BUSINESS OVERVIEW

Group structure

The Issuer is the ultimate holding company of the Group. The full list of the subsidiary undertakings of the Issuer as at 31 December 2022 is outlined in Note 36 (Details of subsidiary undertakings) of the 2022 Group Financial Statements. A summary of the Group's structure is set out below:

Vanquis Bank

Overview

Established in 2003, Vanquis Bank is a leading issuer of credit cards in the non-standard credit market in the UK, promoting financial inclusion by bringing credit cards to people who may typically be declined by mainstream credit card providers. The Group's analysis of TransUnion's credit data suggests Vanquis Bank credit cards are held and actively used by 16 per cent. of credit card holders in the Group's target addressable market.

The following table sets out summary information relating to the Vanquis Bank business for the years ended 31 December 2021 and 2022 and the six months ended 30 June 2022 and 2023.

	For the year ended 31 December (audited)		For the six months ended 30 June (unaudited)
	2022	2021	2023	2022
Credit cards	(£m's except customer numbers and percentages)		(£m's except customer numbers and percentages)
Number of customers at end of period ('000) 1,541		1,541	1,617	1,541
Period end amounts receivable from customers 1,182		1,063	1,224	1,035
Average gross receivables 1,332		1,379	1,401	1,322
Annualised asset yield(1) 25.0 per cent. 23.8 per cent.			23.9 per cent.	25.0 per cent.

(1) The amounts for the years ended 31 December 2022 and 31 December 2021 represent interest income as a percentage of average gross receivables for the thirteen months ended on the relevant 31 December. The amounts for the six months ended 30 June 2023 and 30 June 2022 represent interest income for the period multiplied by 365/181 as a percentage of average gross receivables for the seven months ended on the relevant 30 June.

	For the year ended 31 December (audited)		For the six months ended 30 June (unaudited)
	2022	2021	2023	2022
Personal loans	(£m's except customer numbers and percentages)		(£m's except customer numbers and percentages)
Number of customers at end of period ('000) 34		20	50	24
Period end amounts receivable from customers 76		28	130	42
Average gross receivables 51		26	115	39
Annualised asset yield(1)	25.7 per cent.	28.1 per cent.	21.5 per cent.	28.1 per cent.

(1) The amounts for the years ended 31 December 2022 and 31 December 2021 represent interest income as a percentage of average gross receivables for the thirteen months ended on the relevant 31 December. The amounts for the six months ended 30 June 2023 and 30 June 2022 represent interest income for the period multiplied by 365/181 as a percentage of average gross receivables for the seven months ended on the relevant 30 June.

Products

Credit cards

_______________

_______________

_______________

Vanquis Bank currently offers a range of own-brand credit cards, each of which is designed to appeal to the varying profiles and credit needs of Vanquis Bank's customers. An overview of Vanquis Bank's on sale credit card offerings as at 31 October 2023 is set out below:

	Initial Credit		Rep Annual Percentage
Product	Limit	Credit Limit	Rate (per cent.)
Vanquis Credit Builder Card	£500 - £1,500	£250 - £5,000	29.9 – 38.5
Thimbl Credit Card	£500 - £1,500	£250 - £5,000	22.9 – 45.5

(1) Most of the revenue generated is interest income but there are also some standard credit card fees & charges (i.e. cash withdrawal fees). Historically, income was also generated through Vanquis Bank's new payment support plan ("ROP") which is in run off (a legacy product).

(2) The Origin credit card was withdrawn from sale in October 2022 and is therefore not included.

(3) Balance transfer and purchase promotional cards were withdrawn from sale in September 2023.

Vanquis Bank uses a methodology which has been developed over time and which balances business growth with risk management (i.e. higher risk customers are left on lower credit limits). This approach is a central pillar of its lending strategy; responsibly giving the customer the amount they need and offering further credit line increases where good repayment performance is displayed. Across all card products 89 per cent. of customers who responded to Vanquis Bank's October 2023 Customer Pulse survey reported that they were satisfied with Vanquis Bank. The average utilisation of credit card limits was around 47 per cent as at 30 June 2023.

Vanquis Bank entered into a white label partnership with Digitonomy, in late 2020, to launch the thimbl. credit card.

Unsecured personal loans

Following a successful pilot in 2016 of Vanquis Bank's unsecured personal loan product, it was rolled out to all qualifying existing customers from January 2018. Vanquis Bank has taken a measured approach to developing its loans proposition, observing the results from the loans provided to existing credit card customers and then refining its underwriting. The launch of the Open Market Loans proposition in October 2021 was met with strong demand from the target customer segment, with controlled extension of the proposition and distribution through 2023, leveraging the new Group technology platform. A decision has recently been taken to slow growth with all new customer lending paused until year end 2023. As at 30 June 2023, Vanquis Bank had a net unsecured personal loan book of £130 million with 50,000 customers.

Fixed term retail bond deposit products and notice accounts

Vanquis Bank offers fixed rate bond deposit products to UK depositors ranging from six months to five years via internet only applications. The minimum opening deposit for a bond deposit is £1,000 and the maximum is £250,000. At the end of June 2023, Vanquis also launched 90-day and 120-day notice accounts with competitive rates.

The deposit taking platform and operation is outsourced to Newcastle Strategic Solutions, a specialist subsidiary of the Newcastle Building Society Group, which has established a reputation in the outsourced savings market and provides outsourcing to a number of other PRA and FCA regulated banks and building societies. By virtue of the outsourcing agreement, the Group is able to offer competitive rates and to date has been successful in attracting high volumes of deposits, particularly in short timescales, from a wide range of customers. This provides a funding profile which offers additional financial security to the business.

As at 30 June 2023, retail deposits were the Group and Vanquis Bank's primary source of funding. Group cost of funds (excluding fees, swaps and Tier 2 capital) was 3.6 per cent on an annualised basis at 30 June 2023. The AAA-rated notes issued by the Vanquis Bank credit card securitisation were accepted as eligible collateral for the Bank of England funding and liquidity schemes, including the TFSME. At 30 June 2023, Vanquis Bank had drawn £174 million of funding from the TFSME maturing in 2025.

Distribution channels

Customer recruitment is primarily carried out through a combination of marketing by internet advertising (including using social media platforms), television advertising and introducer partners ("Introducer Partners") using price comparison websites. Introducer Partner marketing is currently the primary channel of customer recruitment for Vanquis Bank.

Customer profile

Vanquis Bank's credit cards are targeted at customers building or re-building their credit history. Customers fall into three broad categories:

• New to credit (no or thin credit history).
• Near prime (lower risk, thick credit history).
• Mid-cost credit users (higher risk on a credit basis).

Based on management estimates derived from third-party industry information, Vanquis Bank's customers are more likely to be tenants, have higher credit utilisation (by virtue of a lower credit limit) and be more regular users of their credit card than a mainstream credit card user.

IT and infrastructure

Investment in technology capability is fundamental to Vanquis Bank's strategy. Vanquis' IT advancements are all incorporated into a group-wide IT strategy to coalesce customers on a unified modern technology stack over the next few years, to increase agility, flexibility, reduce cost and improve the Group's risk and security posture. Additional development continues, with key activities including:

• Regulatory and Compliance: Enhancements continue to be made to ensure compliance with regulatory and compliance requirements e.g. Consumer Duty.
• Technology Resilience and Maintenance: Updating and upgrading technology in the Vanquis Bank to assure continuity and resilience of services to customers and colleagues, by keeping technology up to date and improved.
• Technology Control Environment and Security: Strengthening of the IT control environment, and introduction of additional tooling to increase the security posture particularly in respect of ransomware and phishing.
• Data: Upgrading of data architecture, to improve the management, analysis and use of data, resulting in improved strategies and decisions.
• New product development: The continued iterative development of additional features across Vanquis Bank's products e.g. launch of virtual wallets for card customers.

Funding

For further detail on the funding arrangements for Vanquis Bank and the wider Group see "Capital and Liquidity – Liquidity – Funding" below.

Regulation

Vanquis Bank is authorised and regulated by the PRA and regulated by the FCA. The PRA is responsible for the prudential supervision of banks, building societies, credit unions, insurers and investment firms and the FCA regulates the conduct of such firms and market integrity for the segments in which they operate. The board of directors of Vanquis Bank ("Vanquis Bank Board") includes non-executive directors who are independent of the Group to ensure compliance with applicable PRA rules, and the Vanquis Bank Board primarily leads on PRA interaction.

Risk management

The Risk Committee is responsible for setting the credit policy of Vanquis Bank. The Chief Risk Officer is responsible for ensuring that the approach to lending is within sound risk and financial parameters and that key metrics are reviewed to ensure compliance with policy. The Chief Risk Officer discharges and informs this decision making through the Credit Committee.

The Credit Committee meets quarterly, or more frequently if required. A customer's risk profile and credit line are evaluated at the point of application and at various times during the agreement. Internally generated scorecards based on historical payment patterns of customers are used to assess the applicant's potential default risk and their ability to manage a specific credit line. For new customers, the scorecards incorporate data from the applicant, such as income/expenditure and employment, and data from external credit bureaux. Initial credit limits are low, typically as low as £250. For existing customers, the scorecards also incorporate data on actual payment performance and product utilisation and take data from an external credit bureau each month to refresh customers' payment performance position with other lenders. Credit lines can go up as well as down according to this point in time risk assessment.

Arrears management is a combination of central letters, inbound and outbound telephony, SMS, email and outsourced debt collection agency activities. Contact is made with the customer to discuss the reasons for non-payment and specific strategies are employed to support the customer in returning to a good standing or appropriate forbearance arrangements are put in place.

Moneybarn

Overview

Moneybarn was acquired by the Group on 20 August 2014 and is one of the leading providers of nearprime and non-standard vehicle finance in the UK.

The following table sets out summary information relating to the Moneybarn business for the years ended 31 December 2022 and 2021 and the six months ended 30 June 2023 and 2022.

	For the year ended 31 December (audited)(1)		For the six months ended 30 June (unaudited)
	2022	2021	2023	2022
	(£m's except customer numbers and percentages)		(£m's except customer numbers and percentages)
Number of customers ('000) 100		94	111	95
Period end amounts receivable from customers 646		586	764	608
Average receivables 657		671	750	641
Annualised asset yield(2)	21.4 per cent.	20.5 per cent.	19.6 per cent.	21.6 per cent.

• (1) The amounts presented for the years ended 31 December 2022 and 31 December 2021 have not been presented in a restated format, however, as part of the Group's focus on improving the precision of its IFRS 9 impairment models, it was identified within vehicle finance that recovery cash flows were being discounted to the date of default rather than the reporting date. This led to cashflows being discounted too heavily and therefore a higher core model impairment provision being historically recognised. In 2021, this would have resulted in a reduction in Group loss after tax of £7.5 million, an increase in vehicle finance receivables of £9.3 million and a reduction in the current tax asset of £1.8 million. Management consider that a prior period restatement is appropriate and have retrospectively restated the 2022 balance sheet which has resulted in an increase in vehicle finance receivables of £9.3 million, a reduction in the current tax asset of £1.8 million and a corresponding increase of £7.5 million through retained earnings.
• (2) The amounts for the years ended 31 December 2022 and 31 December 2021 represent interest income as a percentage of average gross receivables for the thirteen months ended on the relevant 31 December. The amounts for the six months ended 30 June 2023 and 30 June 2022 represent interest income for the period multiplied by 365/181 as a percentage of average gross receivables for the seven months ended on the relevant 30 June.

Products – Motor Finance

_______________

Moneybarn provides customers with a conditional sale vehicle finance product in the near prime and nonprime vehicle market. The amount of which can be secured against either a car, light commercial vehicle or motorbike. An overview of Moneybarn's offering as at 31 October 2023 is set out below:

			Loan amount		Rep Annual Percentage Rate	Av. Loan Size at Origination
Product				Loan Duration	Range (per cent.)
Moneybarn	Conditional	Sale	£4,000-£35,000	36-60 months	30.5	£8,771
Agreement

(1) All revenue generated from interest income – a fixed price credit, no additional fees & charges.

Moneybarn covers the broadest range of APRs in its sector, from 17.5 per cent. to 49.9 per cent. Moneybarn also provides car leasing services to customers via Leasoo which is a new product offering.

Distribution channels

_______________

Moneybarn operates a multi-channel acquisition model across the UK which consists of dealers, dealer brokers, internet brokers, other lender declines, and direct-to-consumer. As at 26 September 2023, Moneybarn had 52 introducer (broker and dealership) relationships. These are, in the main, long-standing relationships that have existed for many years and involve high levels of support and engagement.

Customer profile

As at end of September 2023, the profile of Moneybarn's customers broadly aligns with the profile of Vanquis Bank's customers. Customers typically have a thin or impaired credit history and find it difficult to access credit from mainstream lenders. Moneybarn customers have an average age of approximately 41, are employed full-time (76 per cent.) or self- employed (12 per cent.) and have an average income level equivalent to the national average. Moneybarn customers are more likely to be male than female.

IT and infrastructure

Investment in technology capability is fundamental to Moneybarn's strategy. Moneybarn's IT advancements are all incorporated into a group-wide IT strategy to coalesce customers on a unified modern technology stack over the next few years, to increase agility, flexibility, reduce cost and improve the Group's risk and security posture. Additional development continues, with key activities including:

• Regulatory and Compliance: Enhancements continue to be made to ensure compliance with regulatory and compliance requirements e.g. Consumer Duty.
• Technology Resilience and Maintenance: Updating and upgrading technology in Moneybarn to assure continuity and resilience of services to customers and colleagues, by keeping technology up to date and improved.
• Technology Control Environment and Security: Strengthening of the IT control environment, and introduction of additional tooling to increase the security posture particularly in respect of ransomware and phishing.
• New product development: The continued iterative development of additional features across Moneybarn's products e.g. launch of alternative finance products to purchase vehicles.

Funding and Capital Structure

The funding of Moneybarn is through intercompany loans from the Group and by accessing the bilateral securitisation facility ("Securitisation"), see further "Capital and Liquidity – Liquidity – Funding" below, including in respect of the Group's receipt of a CUG waiver for lending by Vanquis Bank to Moneybarn.

A significant proportion of new business is funded from customer repayments on the existing customer book.

Regulation

Moneybarn Limited and Moneybarn No. 1 Limited are authorised and regulated by the FCA.

Risk management

Credit risk within Moneybarn is managed by the Moneybarn Credit Committee which meets at least monthly and is responsible for approving underwriting parameters, decisioning strategy and credit control policy.

A customer's credit risk profile and ability to afford the proposed contract is initially evaluated both at the point of application, and subsequently should the customer fall into arrears. A scorecard based on historical payment patterns of customers is used to assess the applicant's potential default risk. The scorecard incorporates data from the applicant, such as income and employment, and data from an external credit bureau. The application assessment process involves verification of key aspects of the customer data. Certain policy rules including customer profile, proposed loan size and vehicle type are also assessed in the decisioning process, as well as affordability checks to ensure that, at the time of application, the loan repayments are affordable.

Arrears management is conducted by way of a combination of letters, inbound and outbound telephony, SMS, email and outsourced debt collection agency activities. Contact is made with the customer to discuss the reasons for non-payment and specific strategies are employed to support the customer in returning to a good standing and retaining use of the vehicle. These include appropriate forbearance arrangements, or where the contract has become unsustainable for the customer, then an appropriate exit strategy is implemented.

Snoop

Snoop was founded in 2019 by Dame Jayne-Anne Gadhia and publicly launched in April 2020. Powered by Open Banking, Snoop is an award-winning, consumer-focused business that helps people spend, save and live smarter.

The Snoop platform, powered by open banking, allows users to see all their bank accounts and credit cards in one app, and manage their money more effectively. Users can view, track and budget all spending, with proactive alerts on important changes. Snoop helps users to save money on their bills, tracking spending and then switching providers to cut costs. It also provides data-driven, personalised insights to help consumers find money-saving opportunities. Snoop is FCA-registered as an Account Information Service Provider.

Snoop is a free to use application. There is also a premium pay-to-use version, Snoop Plus, which provides enhanced money management features to customers for a monthly or annual fee.

Snoop is part of the 2025 Fintech Pledge which brings together the fintech industry and strategic partners to help UK consumers build their financial resilience and better protect against the rising cost of living. Since it was founded, Snoop has received numerous banking industry awards.

The Issuer acquired Snoop on 7 August 2023.

Group Risk Governance

As at the date of this Offering Circular, the Group was in the process of optimising the manner in which it manages risk. A key component of this is embedding a strong risk culture. There are several initiatives across the Group which aim to drive this optimisation, including Group Risk Harmonisation which is the implementation of enhanced Group Risk Policies and Risk Governance. Central to this is the growing use of models to measure and facilitate risk across the Group. The Group Head of Model Risk, recruited in 2020, has now fully resourced the Model Risk team and a series of model validations have been undertaken. The Group embedded this team during 2021, enhancing model governance throughout the Group. In April 2022, the Risk System went live ensuring consistent risk appetite reporting and providing a single way to raise and manage risk events. During 2022, the Group transitioned from legacy divisional policies to a single Risk policy suite providing further consistency and clarity across the Group regarding risk governance and ensuring that a consistently strong risk culture is embedded across the Group.

With respect to governance, the Board Governance Manual and Delegated Authorities Manual are in place to provide a framework for key decision making at all levels across the Group and divisions. The Group has put in place Executive Director scorecards, with reward incentives based on a combination of financial and non-financial measures, and an effective risk adjustment framework has been implemented appropriately. Additionally, in 2022, the membership of the Vanquis Bank Board was substantially aligned with that of the Issuer's Board to create a more efficient group governance structure. This has streamlined and enhanced both the Group's and Vanquis Bank Loans' corporate governance.

Intellectual Property

The Group protects its intellectual property through a combination of trademarks, copyright, domain registrations and contractual provisions. As at 21 September 2023, the Group held a portfolio of 167 trademarks in the UK and internationally, as well as holding 597 domain registrations.

Property

As at 1 May 2023, the Group owned or had an interest in 45 properties in the UK. This includes 39 freehold reversionary interests in ground leases; four long term leaseholds (in excess of 10 years) and two occupational service based agreements. The Group has also sub-let three properties of which the Group is landlord.

The Group's head office is situated at No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU, United Kingdom.

Employees

The average numbers of persons employed on a full- and part-time basis by the Group for the 12-month period ending 30 June 2023 (permanent and fixed contract staff, not including agency staff) was 1,945 (Vanquis Bank 1,160; Moneybarn 410; Central 375) based in Bradford, London, Chatham, and Petersfield.

In June 2023, the Group announced proposed changes to the way it serves its customers and structures itself within the Chief Operations Function. In particular, it was proposed to move a number of operational processes and the colleagues carrying out those processes by means of a TUPE transfer to two strategic partners, Sigma and Teleperformance. These partners have in recent times become more important to the Group in supporting the needs of customers, against a backdrop of a difficult UK employment market where it has become more difficult to recruit sufficient volumes of the right quality of colleagues in a sustainable and cost-effective way. Both Sigma and Teleperformance proposed to conduct the work being transferred from their offices in South Africa. However, given both businesses were actively recruiting for other home-based roles within the UK, alternative roles were available for any colleague wishing to take one up. In total, 344 roles were impacted by the proposals.

As a consequence of these changes, 244 colleagues transferred to either Sigma or Teleperformance by means of a TUPE transfer, taking up a home-based role in the UK. 89 colleagues took alternative roles within Vanquis Banking Group, six left the business by reason of redundancy and 25 opted to pursue other career options elsewhere.

Directors

The Issuer's Directors and directorships and partnerships held by the Directors (other than, where applicable, directorships held in the Issuer and other members of the Group), are set out below:

Name	Directorships/Partnerships	Position
Sir Peter Estlin	Rothschild & Co. – Independent Member Institute for Apprenticeships and Technical Education (IfATE) - NED Tabletop Holdings Group – Director	Chairman
Ian McLaughlin	N/A	Group Chief Executive Officer
David Watts	CAF Bank – Non-Executive Director	Group Chief Financial Officer
Andrea Blance	Hargreaves Lansdown plc – Non-Executive Director Aviva plc – Non-Executive Director	Senior Independent Non-executive Director
Angela Knight	Arbuthnot Latham & Co. Limited – Director Arbuthnot Banking Group PLC – Director Encore Capital Group, Inc. – Non-Executive Director Pool Reinsurance Company Limited – Director	Independent Non-executive Director
Paul Hewitt	ICNH LTD (trading as DrDoctor) E-Negotiation Ltd (trading as Amicable) – Non Executive Director Trust Alliance Group Limited – Non-Executive Director Optalitix Limited Previsico Limited – Director	Independent Non-executive Director
Elizabeth Chambers	Elizabeth G Chambers Limited University of Colorado Health Authority (non profit) – NED Evelyn Partners and its subsidiaries – NED TSB Bank Plc – NED Currensea Limited – Director Wise plc - NED Searchlight Capital and its portfolio companies - Operating Partner	Independent Non-executive Director
Graham Lindsay	Family Assurance Friendly Society Limited Family Assurance Staff Pension Scheme Trustees Limited Gastonrange Limited BGL Direct Ltd – Director	Independent Non-executive Director
Margot James	Taso Advisory London School of Economics – Emeritus Governor	Independent Non-executive Director
Michele Greene	Executive Director and co-founder of Mololo Limited. – Non-Executive Director of Bank of Ireland Group plc. – Non-Executive Director with J&E Davy Unlimited. – Non-Executive Director of East End Fair Finance Limited.	Independent Non-executive Director
Melanie Barnett	N/A	General Counsel and Company Secretary

The business address of each of the Directors is No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU, United Kingdom.

Ian McLaughlin is a director of a number of wholly owned subsidiaries of the Issuer. Angela Knight is also a director of Encore Capital Group Inc., Arbuthnot Banking Group PLC, and Arbuthnot Latham & Co. Limited. Elizabeth Chambers is a director of TSB Bank plc and TSB Banking Group plc. As a result, potential conflicts of interest may from time to time arise between the duties these Directors owe to the Issuer and duties owed in respect of such additional Directorships. The Issuer's Articles of Association allow Directors to disclose and, where appropriate, authorise conflicts of interest and the Board of the Issuer has in place a policy and procedures for managing and, where appropriate, approving potential conflicts of interest.

On 1 August 2023, Ian McLaughlin joined the Issuer as Group Chief Executive Officer and an Executive Director of the Issuer.

Ian McLaughlin is a highly experienced banking CEO with a strong track record of delivering growth through improving customer service and enhancing distribution throughout his extensive financial services career in consumer finance, motor finance, savings, SME finance and mortgages. Ian McLaughlin was previously the Chief Executive Officer of Bank of Ireland UK from 2019 to 2023. Prior to this, he was Managing Director for Home Buying and Ownership at NatWest, and before joining that he was Wealth Management Director at Lloyds Banking Group. His appointment followed a thorough process conducted by the Nomination Committee with the assistance of a leading executive search firm.

On 1 November 2023, David Watts joined the Issuer as Group Chief Financial Officer and an Executive Director of the Issuer. He will join the Board of Vanquis Bank Limited upon receipt of regulatory approval.

David Watts is a highly experienced CFO with extensive banking knowledge who has worked for HSBC for nearly 30 years. David has held a number of key CFO roles at HSBC, including CFO of HSBC UK Bank plc from 2017 to 2021, where he was instrumental in establishing HSBC's UK non-ring fenced bank. He was most recently CFO for HSBC's European business. Prior to joining HSBC, David qualified as a Chartered Accountant with KPMG, and is a qualified treasurer.

Senior Managers

The following senior managers are considered relevant to establishing that the Issuer has the appropriate expertise and experience for the management of its business:

Name	Position
Ian McLaughlin	Group Chief Executive Officer
David Watts	Group Chief Financial Officer

The business address of each of the senior managers is No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU, United Kingdom.

MAJOR SHAREHOLDERS

The principal shareholders of the Issuer as at 14 September 2023 are as follows:

13.53 per cent.
12.09 per cent.
9.34 per cent.
7.40 per cent.
5.50 per cent.
4.73 per cent.
4.59 per cent.
4.35 per cent.
4.34 per cent.
3.09 per cent.
3.01 per cent.

CAPITAL AND LIQUIDITY

CAPITAL

Vanquis Bank is subject to prudential regulation and supervision by the PRA. In addition, the Group, incorporating Vanquis Bank and Moneybarn, is the subject of consolidated supervision by the PRA due to the Issuer being the parent company of Vanquis Bank. The PRA sets requirements for Vanquis Bank and the consolidated Group in respect of capital adequacy, large exposures and liquidity on a solo entity and consolidated basis.

In accordance with the Capital Regulations (as defined in the Conditions), the Group's Internal Capital Adequacy Assessment Process ("ICAAP") is embedded in the risk management framework of the Group. It is subject to ongoing updates and revisions where necessary, but as a minimum an annual review is undertaken as part of the business planning process. The ICAAP brings together the risk management framework, including stress testing using a range of scenarios, and the financial disciplines of business planning and capital management. An ICAAP is conducted on a consolidated basis for the Group and a solo basis for Vanquis Bank as a regulated entity. The ICAAP considers all risks facing the business, including credit, operational, counterparty, conduct, market and pension risks, and assesses the capital requirement for such risks in the event of downside stresses should such requirement exceed that set out under the Pillar 1 framework.

The Group follows the PRA Pillar 2A capital guidance methodology to determine the level of capital that needs to be held. This methodology considers all risks facing the business, including credit, operational (both conduct and non-conduct), credit concentration, market and pension obligation risks, and assesses the capital requirement for such risks. Where it is considered that the Pillar 1 calculations do not adequately reflect the risks, additional Pillar 2A capital is held. Through this methodology the Group and Vanquis Bank are set a Total Capital Requirement by the PRA (exclusive of any additional buffer requirements as described below), on a consolidated and solo basis respectively, being the sum of the Pillar 1 and Pillar 2A requirements.

The ICAAP includes a summary of the capital required to mitigate the identified risks in the Group's regulated entities and the amount of capital that the Group has available. The Group and Vanquis Bank have complied with all of the externally imposed capital requirements to which they are subject for the period ended 30 June 2023.

To support the delivery of the Group's purpose, the Group operates a financial model that is founded on investing in customer-centric businesses offering attractive returns which aligns an appropriate capital structure focused on optimising shareholder value, in a safe and sustainable manner. The capital management policy of the Group helps to ensure capital resources are sufficient to support planned levels of growth.

The ALCo is responsible for monitoring the level of regulatory capital. The level of regulatory capital against requirements is reported to the Board on a monthly basis in the Group's management accounts.

The overall capital requirement imposed by the PRA on firms is the sum of the Total Capital Requirement, combined Capital Regulations buffer requirements (the Capital Conservation Buffer ("CcoB") and the Countercyclical Capital Buffer ("CcyB")) and the PRA buffer requirements as applicable (including any firm-specific confidential buffer).

The Total Capital Requirement must be met with at least 56.25 per cent. Common Equity Tier 1 ("CET1") capital and 75 per cent. Tier 1 capital (comprised of CET1 and Additional Tier 1 capital). All additional buffers are to be met entirely with CET1.

The CcoB is currently set to 2.5 per cent. and the CcyB is currently set to 2.0 per cent. (following the latest increase on 5 July 2023).

The PRA conducted a capital supervisory review and evaluation process (C-SREP) of the Group's capital requirements, based on the ICAAP approved in September 2022, which concluded in March 2023. The outcome is that the Group's Total Capital Requirement (being the sum of the Pillar 1 and Pillar 2A requirements) has been set at 11.9 per cent. of Risk-Weighted Exposures ("RWE") (previously 18.3 per cent.). Including the current regulatory combined buffers of 4.5 per cent., the Group's overall capital requirement is 16.4 per cent. of RWE (excluding any firm-specific confidential and management buffers).

The Group elected to phase in the impact of adopting IFRS 9 on its regulatory capital resources. The impact of the initial IFRS 9 transition adjustment (net attributable deferred tax) plus any subsequent increase in expected credit losses ("ECL") in the non-credit-impaired book from transition to 31 December 2019 was phased in over a five-year period which ended on 1 January 2023. This was achieved by applying add back factors for years one to five respectively to the initial IFRS 9 transition adjustment (net of attributable deferred tax) plus any subsequent increase in the non-credit-impaired book from transition to 31 December 2019 (2018: 95 per cent., 2019: 85 per cent., 2020: 70 per cent., 2021: 50 per cent., 2022: 25 per cent.). The PRA ratified additional capital mitigation through the CRR 'Quick Fix' package, in response to Covid-19, with these measures coming into force on 27 June 2020. The new measures allow for any increase in ECL in the non-credit-impaired book arising from 1 January 2020 to be phased in over an extended transactional period over the five-year period ending 1 January 2025 with the increase fully added back in 2020 and 2021. This relief is then phased out over the following three years on a straight-line basis, ending 1 January 2025 (2022: 75 per cent., 2023: 50 per cent., 2024: 25 per cent.).

The Group has fully unwound the initial IFRS 9 transition adjustment as the transition period ended on 1 January 2023. The Group had no IFRS 9 relief from the 'Quick Fix' measures at 30 June 2023 as the ECL in the non-credit impaired book was below the level at 31 December 2019.

As of the date of this Offering Circular, the Group's total capital is made up of CET1 capital and Tier 2 capital. CET1 comprises equity share capital and reserves after deducting foreseeable dividends in line with the current dividend policy, less: (i) the net book value of goodwill and intangible assets, net of deferred tax; and (ii) the pension asset, net of deferred tax, and the fair value of derivative financial instruments.

On 7 October 2021, the Group issued Tier 2 subordinated bonds for a total amount of £200 million. The bonds have a 10.25 year maturity that is callable at the Group's discretion (subject to applicable regulatory resolutions) between 5 and 5.25 years, and pay a coupon of 8.875 per cent. The bonds meet the criteria for classification as Tier 2 capital as set out in Article 63 of Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and of the Council of 26 June 2013, as amended or supplemented from time to time, as it forms part of domestic law of the UK by virtue of the EUWA ("CRR") and are included in the Group's total own funds in accordance with Article 72 of the CRR.

At 30 June 2023, the Group held total regulatory capital of £624 million, of which £424 million was CET1 and £200 million was Tier 2. This equates to a total capital ratio of 31.9 per cent. (compared with the Group's overall capital requirement (excluding any firm-specific confidential PRA buffer, if applicable, and prior to the increase in CCyB on 5 July 2023) of 15.4 per cent.) and a CET1 ratio of 21.7 per cent. (compared with the Group's Tier 1 requirement (excluding any firm-specific confidential PRA buffer, if applicable) of 12.4 per cent.). The regulatory capital headroom above the minimum regulatory requirement of £300 million (15.4 per cent. of risk weighted exposure amount, excluding any firmspecific confidential PRA buffer, if applicable, and prior to the increase in CCyB on 5 July 2023) was £324 million at the period end. The increase in headroom from £309 million at 30 June 2022 (versus the TCR and combined buffer) predominantly reflects the reduction in the TCR received in March 2023. This is partially offset by; (i) the scheduled further unwind of the IFRS 9 transitional relief in regulatory capital; (ii) the scheduled increase in CCyB in December 2022; (iii) continued investment in strategic capabilities during the period; and (iv) higher risk-weighted exposures in respect of customer receivables.

At 30 June 2023, the Group had a leverage ratio of 17.0 per cent. The leverage ratio is the ratio of Tier 1 capital divided by the leverage exposure (which excludes claims on central banks). The PRA has proposed a minimum UK leverage ratio of 3.25 per cent. for UK firms, with retail deposits of over £50.0 billion and a minimum requirement is therefore not applicable to the Group. Notwithstanding this, the Group's leverage ratio has remained well in excess of the minimum 3 per cent. set out in the CRR since Vanquis Bank Limited's authorisation.

LIQUIDITY

Funding

The Group, incorporating Vanquis Bank and Moneybarn, has a funding strategy in place which is intended to maintain a secure, prudent and well-diversified funding structure at all times, sufficient to ensure that it is able to continue to fund the growth of the business. Moneybarn and central operations (the non-bank Group) are funded via private placement securitisation warehouse, retail deposits (from Vanquis Bank, that has been granted a CUG waiver for such lending), senior institutional bonds and retail bonds, together with dividend receipts from Vanquis Bank. Retail deposits and access to the Bank of England Term Funding Scheme (with additional incentives for small and medium sized entities) are used to fund Vanquis Bank. The retail deposits include 90-day and 120-day notice accounts and fixed terms of 1 to 5 years and are subject to cover by the FSCS. Vanquis Bank does not take corporate deposits, other than from its ultimate parent company, the Issuer. Vanquis Bank expects to further diversify its retail deposit funding mix through more cost-effective behaviour driven deposits (i.e. accounts which are easy access or short term notice and are lower cost) and individual savings accounts (ISAs).

As at 31 December 2022, the Group had total committed borrowing facilities, including retail deposits but excluding fair value adjustments for hedged risk, of £1,955.7 million. These facilities had a weighted average period to maturity of 2.0 years. Total Group borrowings at 31 December 2022 were £1,919.0 million. Excluding £14.3 million of uncommitted borrowings, fee and accrued interest on borrowings, Group borrowings on committed debt facilities were £1,904.7 million. Headroom on the Group's committed debt facilities (namely the undrawn committed amount on the Moneybarn securitisation facility) was £50.0 million at 31 December 2022.

Further detail regarding the funding structure of the Group's committed borrowing facilities at 31 December 2022 can be found in Note 27 of the 2022 Group Financial Statements and Note 11 of the 2023 Group Interim Financial Statements.

As at 30 June 2023, the Group had retail deposits of £1,445.3 million and total bank and other borrowings of £706.6 million. On 30 June 2023, the Group gave notice to cancel the undrawn committed amount on the Moneybarn securitisation facility, which was cancelled effective 21 July 2023.

As at 30 June 2023, the Group's weighted average cost of funds was 3.6 per cent. with a weighted average period to maturity of 2.1 years (2.8 per cent. and 2.0 years respectively as at 31 December 2022). This included equivalents for Vanquis Bank of 2.9 per cent. and 1.5 years (2.1 per cent. and 1.5 years respectively as at 31 December 2022). Deposits within Vanquis Bank have continued in line with its internal funding plan and, as at 30 June 2023, Vanquis Bank had retail deposit funding of £1.44 billion up from £1.1 billion at 31 December 2022. Vanquis Bank manages its deposit levels to ensure it meets its funding requirements (including satisfaction of the Overall Liquidity Adequacy Rule ("OLAR")) and continues to hold a significant excess of liquidity over its regulatory requirements.

Interest costs for Vanquis Bank increased to £22.2 million during H1 2023 (H1 2022: £10.8 million). This reflects (i) the external interest rate environment, in which fixed term deposit rates have been increasing (an interest rate of between 1.34 per cent. and 5.9 per cent. was paid on new deposits in the 12-months to 30 June 2023); and (ii) an increase in retail deposit funding during the year to fund credit cards and, as described below, intragroup lending to Moneybarn.

As at 31 December 2022, Moneybarn had a securitisation warehouse which provided £325.0 million of committed funding to July 2023 after which it would amortise for 12 months as principal payments are received. As at 30 June 2023, the facility had been extended for 18 months to January 2025 (with a 12 month amortisation period) with funding being reduced to £250.0 million and the undrawn commitment cancelled, effective from 21 July 2023.

On 1 November 2022, the Group received notice from the PRA that it had approved the Group's application for a CUG large exposure waiver which enables Moneybarn to access funding from Vanquis Bank with immediate effect. This enables the Group's transition to a traditional bank funding model in which the Group's funding will consist of; (i) retail deposits; (ii) securitisation of the credit cards and vehicle finance books; and (iii) liquidity and funding facilities at the Bank of England. The Group retains access to wholesale market funding and debt capital via this Programme.

The CUG waiver allows Vanquis Bank to disapply the large exposures limit imposed by the Article 395 of CRR when lending to other UK group entities, specifically Moneybarn. The benefit to the Group of obtaining a CUG waiver is the potential to achieve greater financial efficiency through optimisation of the Group-wide funding mix.

The PRA requested that, in support of the CUG waiver application, Vanquis Bank and Moneybarn enter into a capital support agreement ("CSA") in order to comply with the provisions of section 2.8 of the PRA's Supervisory Statement SS16/13 that states that, in the case of a counterparty which is not a PRAauthorised firm, the application should include a legally binding agreement between the firm and the counterparty to promptly, on demand by the firm, increase the firm's Tier 1 capital by an amount required to ensure that the firm complies with the provisions contained in CRR Part Two (Own funds) and any other requirements relating to Tier 1 capital or concentration risk imposed on a firm by or under the regulatory system. In accordance with PRA guidance, the CSA requires Moneybarn to contribute only the Tier 1 capital available to Moneybarn and does not require Moneybarn to render itself balance sheet insolvent as a result. The risk to Moneybarn of this arrangement is offset by the corporate benefit gained by Moneybarn in receiving cost-efficient funding directly from Vanquis Bank.

Liquidity management

To ensure that sufficient liquid resources are available to fulfil operational plans and meet financial obligations as they fall due in a stress event, the PRA requires that all regulated entities maintain a liquid assets buffer held in the form of high-quality, unencumbered assets.

As an authorised UK banking institution, the Group and Vanquis Bank have an agreed liquidity risk appetite to ensure that adequate liquidity resources are held to meet the OLAR and to meet the minimum Liquidity Coverage Ratio ("LCR").

Liquid resources in satisfaction of the LCR on both consolidated and solo basis are held by Vanquis Bank. The total liquid resources required to be held is measured in line with the regulatory requirements, including the preparation of an Internal Liquidity Adequacy Assessment Process. At 31 December 2022, Vanquis Bank held £420.5 million of liquid assets, comprising a significant surplus over the minimum requirements and its internal buffer, to meet the OLAR. Vanquis Bank currently holds its liquid assets buffer, including other liquid resources, solely in a Bank of England Reserve Account. Total Group liquidity at 30 June 2023 stood at £386 million (£421 million at 31 December 2022).

The minimum LCR requirement that applies in the United Kingdom is 100 per cent. As at 31 December 2022, the Group and Vanquis Bank on an individual basis, had an LCR of 1,139 per cent. and 348 per cent. respectively. As at 30 June 2023, the Group, and Vanquis Bank on an individual basis, had an LCR of 429 per cent. and 288 per cent. respectively.

FURTHER INFORMATION

For further information on the Group's capital and liquidity position please see the 2022 Group Financial Statements, the 2023 Group Interim Financial Statements, the 31 December 2022 Pillar 3 Disclosures and the 2023 Interim Pillar 3 Disclosures.

DESCRIPTION OF THE GUARANTORS

This section sets out information about each of the Guarantors in respect of Senior Notes issued under the Programme.

PROVIDENT FINANCIAL HOLDINGS LIMITED

Introduction

Provident Financial Holdings Limited was incorporated in England and Wales on 4 December 2020 with registered number 13061852. It is a private limited company and has its principal place of business and registered office at No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU and its telephone number is +44 1274 351 135.

Provident Financial Holdings Limited is a wholly owned subsidiary of the Issuer. It is the direct intermediary holding company of each of Vanquis Bank Limited, PFG Corporate Services Limited, Provident Financial Management Services Limited, N&N Simple Financial Solutions Limited, Duncton Group Limited, Provident SPV Limited and Snoop.

Provident Financial Holdings Limited has a share capital of £34,374,878.00 divided into 34,374,878 ordinary shares of £1 each.

The purpose of Provident Financial Holdings Limited is to act as intermediate holding company of the Provident Financial Group.

Administrative, Management and Supervisory Bodies

The directors of Provident Financial Holdings Limited are as follows:

Name: Position:		Group Directorships:
Ian McLaughlin	Director	In addition to the directorships / partnerships held outside the Group as described in "Business Description – Directors" above, Ian McLaughlin is a Director of the Issuer and the Chairman of Duncton Group Limited, Moneybarn Group Limited, Moneybarn Limited, Moneybarn No.1 Limited, Provident SPV Limited, Vanquis Bank Limited, PFG Corporate Services Limited, Yes Car Credit Limited, Provident Financial Holdings Limited and Snoop.
Gareth Cronin	Director	Gareth Cronin is also the Director of Aquis Cards Limited, Lawson Fisher Limited, Provident Financial Group Limited, Provident Financial Holdings Limited, Provident Financial Trustees (Performance Share Plan) Limited, Provident Yes Car Credit Limited, PFG Corporate Services Limited and Yes Car Credit Limited.

Potential conflicts of interest may from time to time arise between the duties these directors owe to Provident Financial Holdings Limited and duties owed in respect of the Directorships listed above. Provident Financial Holdings Limited's Articles of Association allow Directors to disclose and, where appropriate, authorise conflicts of interest and the Board has in place a policy and procedures for managing and, where appropriate, approving potential conflicts of interest.

The business address of each of the Directors is No. 1 Godwin Street, Bradford, West Yorkshire, BD1 2SU.

MONEYBARN NO.1 LIMITED

Introduction

Moneybarn No.1 Limited was incorporated as a private limited company in England and Wales on 26 July 2002 with registered number 4496573. It has its principal place of business and registered office at Athena House, Bedford Road, Petersfield, GU32 3LJ and its telephone number is +44 3305 551 230.

Moneybarn No.1 Limited is an indirect wholly owned subsidiary of the Issuer and has no subsidiaries. It is directly held by the intermediary holding companies, Duncton Group Limited and Moneybarn Group Limited. Its principal business activity is the provision of finance for the purchase of motor vehicles by individuals via conditional sale agreements.

As at 31 December 2022, Moneybarn No.1 Limited had a share capital of £102 divided into 102 ordinary shares of £1.00 each.

The objects and purposes of Moneybarn No.1 Limited are unrestricted.

Administrative, Management and Supervisory Bodies

The directors of Moneybarn No.1 Limited are as follows:

Name:	Position:	Group Directorships:
Ian McLaughlin Chairman		See "– Provident Financial Holdings Limited" above.
David Shrimpton-Davis Managing Director		Director of Duncton Group Limited, Moneybarn Group Limited and Moneybarn
		No. 1 Limited. Director of Duncton Group
		Limited, Moneybarn Group Limited and
		Moneybarn No. 1 Limited.
Christopher Anderson Finance Director		Director of Duncton Group Limited,
		Moneybarn Group Limited and Moneybarn
		No. 1 Limited. Director of Duncton Group
		Limited, Moneybarn Group Limited and
		Moneybarn No. 1 Limited.

The business address of each of the Directors is No.1 Godwin Street, Bradford, West Yorkshire, United Kingdom, BD1 2SU.

Potential conflicts of interest may from time to time arise between the duties these Directors owe to Moneybarn No.1 Limited and duties owed in respect of the Directorships listed above. Moneybarn No.1 Limited's Articles of Association allow Directors to disclose and, where appropriate, authorise conflicts of interest and the Board has in place a policy and procedures for managing and, where appropriate, approving potential conflicts of interest.

USE OF PROCEEDS

The net proceeds of the issue of each Tranche of Notes will be used for general corporate purposes of the Issuer and/or the Group, including the repayment of debt, and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group, or as may otherwise be disclosed in the relevant Final Terms.

TAXATION

The tax laws of the Noteholder's jurisdiction of residence for tax purposes and of the Issuer's and Guarantors' state of incorporation or jurisdiction of residence for tax purposes might have an impact on the income received from any Notes. Prospective purchasers of Notes should consult their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries.

The following is a general description of certain tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. This summary is based upon the law as in effect on the date of this Offering Circular and is subject to any change in law that may take effect after such date.

United Kingdom Taxation

The following applies only to persons who are the absolute beneficial owners of notes (the Notes) issued under this £2,000,000,000 Euro Medium Term Note Programme (the Programme) and is a summary of the current United Kingdom law and published practice of HMRC (which practice may not be binding on HMRC and may be changed, sometimes with retrospective effect) relating only to United Kingdom withholding tax treatment of payments of principal and interest in respect of Notes. It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. Prospective Noteholders should be aware that the particular terms of issue of any Tranche of Notes as specified in the relevant Final Terms may affect the tax treatment of that and other Tranche of Notes. The following is a general guide for information purposes and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. In particular, Noteholders should be aware that the taxation legislation of other jurisdictions (in particular any jurisdiction where a Noteholder is resident or otherwise subject to taxation) may have an impact on the taxation consequences of an investment in the Notes, including any income received or payments in respect of the Notes even if such payments may be made without withholding or deduction for or on account of taxation under the laws of the United Kingdom. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

A. Payments of interest on the Notes

Payments of interest by the Issuer on the Notes may be made without deduction of or withholding on account of United Kingdom income tax provided that the Notes are and continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act 2007 (the "Act") for the purposes of section 987 of the Act. The London Stock Exchange is a recognised stock exchange for these purposes. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000, as amended ("FSMA")) and admitted to trading on the Main Market of the London Stock Exchange. Provided, therefore, that the Notes are and remain so listed, interest on the Notes may be paid by the Issuer without withholding or deduction on account of United Kingdom tax.

Interest on the Notes may also be paid without withholding or deduction on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days.

In other cases, an amount must generally be withheld from payments of interest on the Notes on account of United Kingdom income tax at the basic rate subject to the availability of any reliefs. Where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the Issuer to pay interest to the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

B. Payments in respect of the Guarantee in respect of Senior Notes

The United Kingdom withholding tax treatment of payments by the Guarantors under the terms of the Guarantee in respect of interest on the Senior Notes (or other amounts due under the Senior Notes other than the repayment of amounts subscribed for under the Senior Notes) is uncertain. In particular, such payments by the Guarantors may not be eligible for the exemption in respect of securities listed on a recognised stock exchange described above in relation to payments of interest by the Issuer. Accordingly, if the Guarantors make any payments in respect of interest on the Senior Notes (or other amounts due under the Senior Notes other than the repayment of amounts subscribed for under the Senior Notes), such payments may be subject to United Kingdom withholding tax at the basic rate, subject to the availability of any reliefs or to any direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

C. Other rules relating to United Kingdom Withholding Tax

Notes may be issued at an issue price of less than 100 per cent. of their nominal amount. Any discount element on any such Notes will not generally be subject to any United Kingdom withholding tax pursuant to the provisions mentioned above.

Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to United Kingdom withholding tax as outlined above.

Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty.

The references to "interest" above mean "interest" as understood in United Kingdom tax law. The statements above do not take any account of any different definitions of "interest" or "principal" which may prevail under any other law or which may be created by the terms and conditions of the Notes or any related documentation.

The above description of the United Kingdom withholding tax position assumes that there will be no substitution of an issuer pursuant to Condition 14 of the Notes or otherwise and does not consider the tax consequences of any such substitution.

Other Taxation

D. Foreign Account Tax Compliance Act

Pursuant to certain provisions of the U.S. Internal Revenue Code of 1986, commonly known as FATCA, a "foreign financial institution" may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting, or related requirements. The Issuer is a foreign financial institution for these purposes. A number of jurisdictions (including the United Kingdom) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA ("IGAs"), which modify the way in which FATCA applies in their jurisdictions. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the publication of the final regulations defining "foreign passthru payments". In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Notes that are characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining "foreign passthru payments" are filed with the U.S. Federal Register generally would be "grandfathered" for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the Issuer). However, if additional notes (as described under "Terms and Conditions—Further Issues") that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Holders should consult their own tax advisors regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

SUBSCRIPTION AND SALE

The Dealers have, in an amended and restated programme agreement (such programme agreement as modified and/or supplemented and/or restated from time to time, the "Programme Agreement") dated 9 November 2023, agreed with Vanquis Banking Group plc (the "Issuer"), Moneybarn No.1 Limited and Provident Financial Holdings Limited (each a "Guarantor" and together the "Guarantors") a basis upon which they or any of them may from time to time agree to purchase notes issued under the Programme (the "Notes"). Any such agreement will extend to those matters stated under the "Description of the Notes" and the "Terms and Conditions of the Senior and Tier 2 Notes". In the Programme Agreement, the Issuer (failing which, the Guarantors) has agreed to reimburse the Dealers for certain of their expenses in connection with any update of this £2,000,000,000 Euro Medium Term Note Programme (the "Programme") and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.

United States

The Notes and the Guarantee have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

The Bearer Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder.

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (a) as part of their distribution at any time or (b) otherwise until 40 days after the completion of the distribution within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.

Until 40 days after the commencement of the offering of any Tranche of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.

Prohibition of Sales to EEA Retail Investors

Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Final Terms (or are the subject of the offering contemplated by a Drawdown Offering Circular, as the case may be) in relation thereto to any retail investor in the European Economic Area.

For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following:

• (a) a retail client as defined in point (11) of Article 4(1) of EU MiFID II; or
• (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.

United Kingdom

Prohibition of Sales to UK Retail Investors

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Final Terms thereto (or are the subject of the offering contemplated by a Drawdown Offering Circular, as the case may be) in relation thereto to any retail investor in the United Kingdom. For the purposes of this provision the expression "retail investor" means a person who is one (or more) of the following:

• (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the EUWA; or
• (b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR.

Other regulatory requirements

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:

• (a) No deposit-taking: in relation to any Notes having a maturity of less than one year:
  • (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business; and
  • (ii) it has not offered or sold and will not offer or sell any Notes other than to persons:
    • (A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or
    • (B) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;

• (b) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer or the Guarantors (other than Moneybarn No.1 Limited) (as applicable) or, in the case of Moneybarn No.1 Limited, would not apply if Moneybarn No.1 Limited was not an authorised person; and
• (c) General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") and accordingly, each Dealer has represented and agreed that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, "resident of Japan" means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Singapore

Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented, warranted and agreed, and each further Dealer appointed under the programme will be required to represent, warrant and agree, that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Switzerland

Each Dealer has undertaken and agreed, and each further Dealer appointed under the Programme will be required to undertake and agree, that this Offering Circular is not intended to constitute an offer or solicitation to purchase or invest in the Notes and the Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Offering Circular nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither this Offering Circular nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

General

Each Dealer has represented, warranted and agreed that it has complied and will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses, distributes or publishes this Offering Circular in all cases at its own expense.

Other persons into whose hands this Offering Circular or any Final Terms comes are required by the Issuer, the Guarantors and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell or deliver Notes or possess, distribute or publish this Offering Circular or any Final Terms or any related offering material, in all cases at their own expense.

Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification may be set out in the relevant Final Terms (in the case of a supplement or modification relevant only to a particular Tranche of Notes) or in a supplement to this Offering Circular.

If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Dealers or any parent company or affiliate of the Dealers is a licensed broker or dealer in that jurisdiction and so agrees, the offering shall be deemed to be made by the Dealers or such parent company or affiliate on behalf of the Issuer in such jurisdiction.

GENERAL INFORMATION

Authorisation

The update of this Programme has been duly authorised by resolutions of the Board of Directors of the Issuer dated 26 July 2022 and the update of this Programme has been duly authorised by resolutions of a Subcommittee of the Board of Directors of the Issuer dated 7 November 2023. The giving of the Guarantee has been duly authorised by resolutions of each of the Boards of Directors of Moneybarn No.1 Limited and Provident Financial Holdings Limited dated 7 November 2023.

Significant or Material Change

There has been no significant change in the financial position or financial performance of the Group since 30 June 2023 and, save as disclosed in this Offering Circular under the section entitled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" on pages 14 to 15, there has been no material adverse change in the prospects of the Issuer since 31 December 2022.

There has been no significant change in the financial position or financial performance of Provident Financial Holdings Limited and its subsidiaries (other than as disclosed in the 2023 Group Interim Financial Statements) and, save as disclosed in this Offering Circular under the section entitled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" on pages 14 to 15, there has been no material adverse change in the prospects of Provident Financial Holdings Limited since 31 December 2022.

There has been no significant change in the financial position or financial performance of Moneybarn No.1 Limited and its subsidiaries (other than as disclosed in the 2023 Group Interim Financial Statements) and, save as disclosed in this Offering Circular under the section entitled "Negative economic developments and conditions in the markets in which the Group operates may adversely affect its business and results of operations" on pages 14 to 15, there has been no material adverse change in the prospects of Moneybarn No.1 Limited since 31 December 2022.

Documents Available

Copies of the following documents may be inspected during normal business hours at the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London:

• (a) the Articles of Association of the Issuer and the Memoranda and Articles of Association of each of the Guarantors (in each case also available at https://find-and-update.companyinformation.service.gov.uk/) (in each case as the same may be updated from time to time);
• (b) the consolidated audited financial statements of the Issuer in respect of the financial years ended 31 December 2022 and 2021, in each case together with the audit reports prepared in connection therewith (in each case also available at https://www.vanquisbankinggroup.com/shareholderhub/results-reports-and-presentations/). The Issuer currently prepares audited consolidated accounts on an annual basis;
• (c) the audited financial statements of Provident Financial Holdings Limited in respect of its initial accounting period which commenced on 4 December 2020 (being its date of incorporation) and ended on 31 December 2021, together with the audit report prepared in connection therewith (also available at https://www.vanquisbankinggroup.com/shareholder-hub/results-reports-and)presentations/);)
• (d) the auditor's reports and audited consolidated annual financial statements of Provident Financial Holdings Limited for the financial year ended 31 December 2022 appearing on pages 9 to 24 of Provident Financial Holdings Limited's Annual Report and Financial Statements 2022 available at https://www.vanquisbankinggroup.com/application/files/5016/9512/3954/PFH\_Annual\_Report\_a nd\Financial\_Statements\-\_Year\_Ending\_Dec\_2022.pdf;
• (e) the audited financial statements of Moneybarn No.1 Limited in respect of the financial periods ended 31 December 2022 and 2021, in each case together with the audit reports prepared in

connection therewith (in each case also available at https://www.vanquisbankinggroup.com/shareholder-hub/results-reports-and-presentations/);

• (f) the most recently published interim financial statements (if any) of the Issuer, together with any audit or review reports prepared in connection therewith (in each case also available at https://www.vanquisbankinggroup.com/shareholder-hub/results-reports-and-presentations/). The Issuer currently prepares consolidated interim accounts on a six-monthly basis;
• (g) the Trust Deed (also available at https://www.vanquisbankinggroup.com/shareholder-hub/debtinvestors/), the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the forms of Coupons and forms of Talons;
• (h) a copy of this Offering Circular (also available https://www.vanquisbankinggroup.com/shareholder-hub/debt-investors/);
• (i) the 2021 Conditions and the 2018 Conditions (also available at https://www.vanquisbankinggroup.com/shareholder-hub/debt-investors/); and
• (j) any future offering circulars, prospectuses, information memoranda and supplements to this Offering Circular and any other documents incorporated herein or therein by reference.

For the avoidance of doubt, unless specifically incorporated by reference into this Offering Circular, information contained on the website does not form part of this Offering Circular.

Clearing of the Notes

The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The appropriate common code, International Securities Identification Number (ISIN) in relation to the Notes of each Tranche will be specified in the relevant Final Terms. The relevant Final Terms shall specify any other clearing system as shall have accepted the relevant Notes for clearance together with any further appropriate information.

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg.

Legal Entity Identifier

The Legal Entity Identifier ("LEI") code of the Issuer is 213800U93SZC44VXN635.

The LEI code of Moneybarn No.1 Limited is 213800F18SE42FG5F749.

The LEI Code of Provident Financial Holdings Limited is 21380051PHER3TNDBS63.

Conditions for determining price

The price and amount of Notes to be issued under the Programme will be determined by the Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.

Yield

In relation to any Tranche of Fixed Rate Notes, an indication of yield in respect of such Notes will be specified in the relevant Final Terms.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Guarantors are aware), during a period covering at least the previous twelve months, which may have, or have had in the recent past, a significant effect on the financial position or profitability of (i) the Issuer or the Group or (ii) any of Moneybarn No.1 Limited or Provident Financial Holdings Limited, or any such company and its subsidiaries.

Issuer's and Guarantors' website

The Issuer's and Guarantors' website is www.vanquisbankinggroup.com. Unless specifically incorporated by reference into this Offering Circular, information contained on the website does not form part of this Offering Circular.

Validity of offering circular and offering circular supplements

For the avoidance of doubt, the Issuer and the Guarantors shall have no obligation to supplement this Offering Circular after the end of its 12-month validity period.

Auditors

The auditors of the Issuer and the Group are Deloitte LLP who have audited without qualification, in accordance with International Standards on Auditing (UK), the Issuer's and Moneybarn No.1 Limited's accounts for each of the two financial years ended on 31 December 2021 and 31 December 2022. Deloitte LLP have audited without qualification, in accordance with International Standards on Auditing (UK), Provident Financial Holdings Limited's accounts for: (i) its initial accounting period, which commenced on 4 December 2020 (being its date of incorporation) and ended on 31 December 2021; and (ii) the financial year which ended 31 December 2022. Deloitte LLP is registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales. These accounts for the financial year ended 31 December 2020 were prepared in accordance with IFRS as adopted by the European Union. UK-adopted IFRS have been adopted from 1 January 2021, which are identical to the EU-adopted IFRS. The auditors of the Issuer have no material interest in the Issuer, any Guarantor or the Group.

Dealers transacting with the Issuer and the Guarantors

Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services for the Issuer, the Guarantors and their affiliates in the ordinary course of business. Certain of the Dealers and their affiliates may from time to time also enter into swap and other derivative transactions with the Issuer and/or the Guarantors and their respective affiliates.

Certain of the Dealers and their affiliates may have positions, deal or make markets in the Notes issued under the Programme, related derivatives and reference obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuer, the Guarantors and their respective affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other trading activities.

In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer, the Guarantors or their respective affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuer or the Guarantors routinely hedge their credit exposure to the Issuer and the Guarantors consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes issued under the Programme. Any such positions could adversely affect future trading prices of Notes issued under the Programme. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

THE ISSUER Vanquis Banking Group plc (formerly known as Provident Financial plc) No. 1 Godwin Street Bradford West Yorkshire BD1 2SU

THE GUARANTORS

Athena House Bedford Road Petersfield GU32 3LJ

Moneybarn No.1 Limited Provident Financial Holdings Limited

No.1 Godwin Street Bradford West Yorkshire BD1 2SU

TRUSTEE AGENT

10 Fenchurch Avenue London EC3M 5AG

M&G Trustee Company Limited The Bank of New York Mellon, London Branch 160 Queen Victoria Street London EC4V 4LA

REGISTRAR, TRANSFER AGENT and PAYING AGENT

The Bank of New York Mellon SA/NV, Luxembourg Branch

Vertigo Building-Polaris 2-4 rue Eugene Ruppert L-2453 Luxembourg

ARRANGER

Barclays Bank PLC 1 Churchill Place London E14 5HP

DEALERS

Barclays Bank PLC J.P. Morgan Securities plc

1 Churchill Place London E14 5HP

Lloyds Bank Corporate Markets plc NatWest Markets Plc 10 Gresham Street

London EC2V 7AE

25 Bank Street Canary Wharf London E14 5JP

250 Bishopsgate London EC2M 4AA

LEGAL ADVISERS

To the Issuer and the Guarantors as to English law To the Dealers and the Trustee as to English law

Clifford Chance LLP Linklaters LLP 10 Upper Bank Street London E14 5JJ

One Silk Street London EC2Y 8HQ

AUDITORS

To the Issuer and the Group

Deloitte LLP 4 Brindley Place Birmingham B1 2HZ