INTERNATIONAL PERSONAL FINANCE PLC

Prospectus • Mar 20, 2020

Prospectus dated 13 March 2020

International Personal Finance plc

(incorporated with limited liability in England and Wales with registered number 06018973)

unconditionally and irrevocably guaranteed by:

IPF Holdings Limited

(incorporated with limited liability in England and Wales with registered number 01525242)

International Personal Finance Investments Limited

(incorporated with limited liability in England and Wales with registered number 00961088)

IPF International Limited

(incorporated with limited liability in England and Wales with registered number 00753518)

IPF Digital Group Limited

(incorporated with limited liability in England and Wales with registered number 06032184)

EUR 1,000,000,000

Euro Medium Term Note Programme

Arranger for the Programme HSBC

Dealers

HSBC, UNICREDIT BANK, PEEL HUNT AND SANTANDER CORPORATE & INVESTMENT BANKING

AN INVESTMENT IN THE NOTES ISSUED UNDER THE PROGRAMME INVOLVES CERTAIN RISKS. PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED UNDER THE SECTION HEADED "RISK FACTORS" IN THIS PROSPECTUS.

About this document

VI.1 VI.2 This document (the "Prospectus") constitutes a base prospectus approved by the United Kingdom Financial Conduct Authority. (the "FCA"), as competent authority for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or the Guarantors (each as defined below) or of the quality of the Notes (as defined below) that are the subject of this Prospectus. Investors in the Notes ("Investors") should make their own assessment as to the suitability of the Notes. Under the Euro Medium Term Note Programme described in this Prospectus (the "Programme"), International Personal Finance plc (the "Issuer" or "IPF") may from time to time issue notes denominated in any currency (the "Notes") which will be unconditionally and irrevocably guaranteed on a joint and several basis by each of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited (each a "Guarantor", together the "Guarantors" and their respective guarantee in respect of the Notes, the "Guarantee"); "unconditionally" means that, if the Issuer hasn't paid the relevant amount due, there is no further condition to be fulfilled before the Guarantee can be called on, and "irrevocably" means that the Guarantors can't revoke their Guarantee at a later date. The reference to "on a joint and several basis" means that any person owed money under the Guarantee may pursue the obligation against all the Guarantors together, or any one Guarantor as if that Guarantor were liable for the whole guaranteed amount. The Issuer and its subsidiaries (including the Guarantors) taken as a whole are referred to in this Prospectus as the "Group". The aggregate nominal amount of Notes outstanding will not at any time exceed EUR1,000,000,000. The specific terms of each series or tranche of Notes to be issued under the Programme will be specified in the final terms issued by the Issuer and published via a Regulatory Information Service (the "Final Terms"). An Investor should read and understand fully the contents of this Prospectus and any applicable Final Terms before making any investment decisions relating to any Notes issued under this Prospectus. The Prospectus Regulation requires the Issuer to give more disclosure in respect of Notes denominated in an amount of less than EUR 100,000 (unless traded only on a regulated market, or specific segment thereof, to which only qualified investors, as defined in the Prospectus Regulation, have access) than it does in respect of Notes denominated in an amount of EUR 100,000 or more, on the basis that lower denomination Notes are more likely to be bought by less sophisticated investors who might benefit from additional information. There are therefore two different forms of Final Terms included in this document, one with slightly more disclosure items than the other, and which one will be used will depend on the denomination of the Notes as made clear in the legend appearing in the very first paragraph of each form of Final Terms.

This Prospectus is valid for 12 months from its date and may be supplemented or replaced from time to time to reflect any significant new factor, material mistake or inaccuracy relating to the information included in it. This Prospectus contains important information about IPF, the Group (as defined below) and the terms of the Programme. This Prospectus also describes the risks relevant to IPF and its business and risks relating to an investment in the Notes generally.

Important – EEA and UK Retail Investors

If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA and 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 European Economic Area ("EEA") or in the United Kingdom (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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Information on the relevant terms and conditions of an offer is to be provided at the time of that offer by an Authorised Offeror (as defined in the section entitled Important Legal Information), and cannot therefore be included in this Prospectus.

Responsibility for the information contained in this Prospectus

The Issuer and the Guarantors accept responsibility for the information contained in this Prospectus and, in relation to each Tranche of Notes, for the information contained in the applicable Final Terms for such Tranche of Notes. To the best of the knowledge of the Issuer and the Guarantors, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

Where information has been sourced from a third party, this information has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from the information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used.

Use of defined terms in this Prospectus

Certain terms, words or phrases in this Prospectus are defined in double quotation marks, and references elsewhere to that term are designated with initial capital letters. See also the section "Index of Defined Terms" in this Prospectus.

In this Prospectus, unless otherwise specified or the context otherwise requires, references to "sterling", "£" and "GBP" are to the currency of the United Kingdom (and references to "£m" are to millions of pounds sterling), references to "dollars", "\$" and "USD" are to the currency of the United States of America (and references to "\$m" are to millions of US dollars) and references to "€", "EUR" and "euro" are to the single currency of those Member States participating in the third stage of European economic and monetary union from time to time (and references to €m are to millions of euro).

V.7.5 CAT A,C XIII.7.5 CAT A,C

IV.16.2

IV.1.1 IV.1.2 V.1.1.CAT A V.1.2.CAT A XIII.1.1 CAT A XIII.1.2 CAT A

Credit Rating Agency Regulation notice

The Issuer has been given:

• (i) a long-term issuer default rating of BB (Outlook Stable) and a short-term issuer default rating of B by Fitch Ratings Ltd ("Fitch"); and
• (ii) a long-term corporate family rating of Ba3 (Outlook Stable) by Moody's Investors Service Limited ("Moody's").

The Programme has been rated BB by Fitch and Ba3 by Moody's. Each of Fitch and Moody's is established in a relevant state for the purposes of Regulation (EC) No. 1060/2009 (as amended, the "CRA Regulation") and registered as a credit rating agency thereunder. Tranches of Notes to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the rating assigned to the Programme and the applicable rating will be specified in the relevant Final Terms. Whether a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security 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.

"BB" ratings from Fitch indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Obligations rated "Ba" by Moody's are judged to have speculative elements and are subject to substantial credit risk. The modifier "3" is appended to a rating by Moody's Investors Service Limited to denote relative status within the major rating category.

Information incorporated by reference in this Prospectus

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" section).

The Notes to be issued under the Programme are not protected by the Financial Services Compensation Scheme

The Notes to be issued under the Programme are not protected by the Financial Services Compensation Scheme (the "FSCS"). As a result, neither the FSCS nor anyone else will pay compensation to an Investor upon the failure of the Issuer, the Guarantors or the Group as a whole.

No offer of Notes

This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantors or the Dealers to subscribe for, or purchase, any Notes.

Questions relating to this Prospectus and the Notes to be issued under the Programme

See the section starting on page 5 entitled "How do I use this Prospectus?". If an Investor has any questions regarding the content of this Prospectus, any Final Terms and/or any Notes or the actions they should take, they should seek advice from their independent financial adviser, tax adviser or other professional adviser before making any investment decision.

Regulation (EU) 2016/1011 of the European Parliament and of the Council (the "Benchmarks Regulation")

Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR, SONIA, LIBID, LIMEAN, WIBOR, PRIBOR, ROBOR, BUBOR, STIBOR or TIIE which are respectively provided by the European Money Markets Institute ("EMMI"), ICE Benchmark Administration Limited ("ICE"), the Bank of England ("BoE"), the European Banking Federation ("EBF"), GPW Benchmark SA ("GPW"), the Czech Financial Benchmark Facility ("CFBF"), the National Bank of Romania ("NBR"), Magyar Nemzeti Bank ("MNB"), the Swedish Bankers' Association and Banco de México ("BDM"). As at the date of this Prospectus, ICE, EMMI, GPW and CFBF appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks Regulation (the "Register of Benchmark Administrators"). The BoE, NBR, MNB, Swedish Bankers' Association and BDM are not included on the Register of Benchmark Administrators, as benchmarks set by central banks and certain public authorities are subject to certain exemptions pursuant to Article 2 of the Benchmarks Regulation. GPW does not appear on the Register of Benchmark Administrators. However, as far as the Issuer is aware, Article 51 (Transitional provisions) of the Benchmarks Regulation applies, which provides that index providers already providing a benchmark on 30 June 2016 had until 1 January 2020 to apply for authorisation or registration in accordance with

Article 34 (Authorisation and registration of an administrator) of the Benchmarks Regulation and may continue to provide such an existing benchmark until 1 January 2020 or, where the index provider has submitted an application for authorisation or registration, unless and until such authorisation or registration is refused.

MiFID II product governance/target market

The Final Terms in respect of any Notes will include a legend entitled "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 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 about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "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 MiFID Product Governance Rules.

United States – Securities Act Registration

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in certain transactions exempt from the registration requirements of the Securities Act.

Singapore Securities and Futures Act Product Classification

Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore – Unless otherwise stated in the Final Terms in respect of any Instrument, all Instruments issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

HOW DO I USE THIS PROSPECTUS?

An Investor should read and understand fully the contents of this Prospectus and the relevant Final Terms before making any investment decisions relating to any Notes. This Prospectus contains important information about the Issuer, the Guarantors, the Group, the terms of the Notes and the terms of the Guarantee; as well as describing certain risks relevant to the Issuer, the Guarantors, the Group and their businesses and also other risks relating to an investment in the Notes generally. An overview of the various sections comprising this Prospectus is set out below:

The "RISK FACTORS" section describes the principal risks and uncertainties which may affect the Issuer's and/or Guarantors' respective abilities to fulfil their obligations under the Notes and/or the Guarantee, as the case may be. Risk factors are presented in categories and in each category the most material risks are mentioned first.

The "INFORMATION ABOUT THE PROGRAMME" section provides an overview of the Programme in order to assist the reader. This is a good place to start for the most basic information about how the Programme works and how Notes are issued.

The "BUSINESS DESCRIPTION OF INTERNATIONAL PERSONAL FINANCE PLC AND THE GROUP" section describes certain information relating to the Issuer and its group structure, as well as the business that the Group conducts.

The "BUSINESS DESCRIPTION OF THE GUARANTORS" section briefly sets out information relating to the Guarantors under the Programme.

The "REGULATORY INFORMATION" section contains information on the regulatory framework within which the Group currently operates, together with details of any regulatory investigations and proceedings and/or litigation in connection with the Group's business.

The "DOCUMENTS INCORPORATED BY REFERENCE" section contains a description of the information that is deemed to be incorporated by reference into this Prospectus (rather than being set out in the body of the Prospectus).

The "SUBSCRIPTION AND SALE" section contains a description of the material provisions of the Dealer Agreement, which includes the selling restrictions applicable to any Notes that may be issued under the Programme.

The "TAXATION" section provides a brief outline of certain United Kingdom taxation implications regarding any Notes that may be issued under the Programme.

The "IMPORTANT LEGAL INFORMATION" section contains some important legal information regarding the basis on which this Prospectus may be used, forward-looking statements and other important matters.

The "TERMS AND CONDITIONS OF THE NOTES" section sets out the terms and conditions which apply to any Notes that may be issued under the Programme. The relevant Final Terms relating to any offer of Notes will complete the terms and conditions of the Notes.

The "SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM" section briefly sets out certain information relating to the clearing systems and settlement of securities in CREST and is a summary of certain parts of those provisions of the Global Notes which apply to the Notes while they are held in global form by the clearing systems, some of which include minor and/or technical modifications to the terms and conditions of the Notes as set out in this Prospectus.

The "FORM OF FINAL TERMS" section sets out the respective forms of Final Terms that the Issuer will publish if it offers any Notes under the Programme. Any such completed Final Terms will detail the relevant information applicable to each respective offer, adjusted to be relevant only to the specific Notes being offered.

The "GENERAL INFORMATION" section sets out further information on the Issuer, the Guarantors and the Programme which the Issuer is required to include under applicable rules. These include the availability of certain relevant documents for inspection, confirmations from the Issuer and details relating to application for listing and application for admission to trading on the London Stock Exchange plc.

The "INDEX OF DEFINED TERMS" section provides an explanation of technical terms used in this Prospectus.

A "TABLE OF CONTENTS" section, with corresponding page references, is set out on the following page.

IMPORTANT NOTICES	2
HOW DO I USE THIS PROSPECTUS?	5
RISK FACTORS	8
INFORMATION ABOUT THE PROGRAMME	27
BUSINESS DESCRIPTION OF INTERNATIONAL PERSONAL FINANCE PLC AND THE GROUP	37
SELECTED FINANCIAL INFORMATION OF INTERNATIONAL PERSONAL FINANCE PLC	59
BUSINESS DESCRIPTION OF THE GUARANTORS	62
REGULATORY INFORMATION	64
DOCUMENTS INCORPORATED BY REFERENCE	69
SUPPLEMENTARY PROSPECTUS	71
SUBSCRIPTION AND SALE	72
TAXATION	82
IMPORTANT LEGAL INFORMATION	84
TERMS AND CONDITIONS OF THE NOTES	91
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM	125
FORM OF FINAL TERMS	133
GENERAL INFORMATION	154
INDEX OF DEFINED TERMS	158

RISK FACTORS

The Issuer and the Guarantors believe that the following factors may affect their ability to fulfil their obligations under the Notes issued under the Programme.

IV.4.4 V.2.1 CAT A VI.3 XIII.2 CAT A IV.8.2

Factors which the Issuer and the Guarantors believe may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

The Issuer and the Guarantors believe that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer and the Guarantors may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Notes are exhaustive. Prospective Investors should also read the detailed information set out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any investment decision.

FACTORS THAT MAY AFFECT THE ISSUER'S AND THE GUARANTORS' ABILITY TO FULFIL THEIR OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME

Economic and political risks

The Group is exposed to the risk of political or economic instability in the markets in which it operates.

The Group has operations in Poland, the Czech Republic, Hungary, Romania, Lithuania, Spain, Finland, Latvia, Estonia (all of which are members of the European Union), Mexico and Australia. The majority of the aforementioned countries are developing markets undergoing rapid, and/or relatively unpredictable, economic, political and social development.

The Group's operations are, and will continue to be, exposed to risks common to regions undergoing such political, economic and social change, including economic recession, currency fluctuations, exchange control restrictions, an evolving regulatory environment (in particular, in relation to the provision of consumer credit), inflation, tax regime changes, local market disruption and labour unrest. The prevailing political, economic and social conditions in a territory may significantly affect the general demand for loans and other credit services in that territory, the creditworthiness of the Group's customers and the regulatory and taxation regime in which the Group operates. Contagion from a neighbouring country (for example in relation to the Group's eastern European businesses, Ukraine, or destabilising actions from Russia) could also have an impact. The performance of the Mexican business is influenced by the political stability and economic conditions of Mexico. External political factors, such as policies adopted and pursued by the US administration (for example only, imposition by the US of tariffs on Mexico) and internal political factors may negatively impact the Group's future trading performance in Mexico. Restrictions on the ability of the Group to freely move capital and dividends from subsidiaries to the holding company in the United Kingdom and the consequences of the exit of the United Kingdom from the European Union may prevent the Group from meeting its financial obligations. The Group has significant exposure to economic conditions in a number of European Union countries. The exit of one or more countries from the Euro-zone or the European Union may impact consumer spending patterns. This may have an adverse effect on the revenue, profits, business, financial condition or results of the Group.

Following the outcome of a referendum on 23 June 2016 and a formal notice given by the United Kingdom to the European Union on 29 March 2017 under Article 50 of the Treaty on European Union, the United Kingdom left the European Union ("Brexit") on 31 January 2020. As of its departure, the EU treaties ceased to apply to the UK. However, as part of the withdrawal agreement agreed agreed between the UK and the EU (the "Withdrawal Agreement"), the UK is now in an implementation period (the "Implementation Period") during which EU law continues to apply in the UK, and the UK continues to be a part of the EU single market, until the end of 2020 (with a possibility of extension). During this time, the UK and the EU have the opportunity to negotiate a separate bilateral trade agreement to govern the terms of the relationship following the end of the Implementation Period, but there is significant uncertainty as to whether an agreement will be reached, the terms of any such agreement and whether the current Implementation Period to December 2020 will be sufficient. The Implementation Period could in principle be extended by agreement of the UK and the EU; the current terms of the Withdrawal Agreement allow for an extension of up to two years to 31 December 2022, although the UK has currently ruled out an extension.

During the Implementation Period, this Prospectus will be able to be used to make Public Offers into EEA countries. However, in the event that the UK and the EU fail to agree a comprehensive trade deal before the end of the Implementation Period, or if a trade deal is reached but it fails to provide for such continued "passporting" of this Prospectus, it may cease to be able to be used to make Public Offers into EEA countries. Brexit could lead to potentially divergent national laws and regulations (including but not limited to financial laws and regulations, tax laws, tax and free trade agreements, health and safety laws and employment laws) all or any of which could have an adverse effect on the Group's business, results of operations and financial condition.

The Group is exposed to funding and liquidity risk, credit rating risk, credit quality risk, counterparty risk, exchange rate fluctuation risk and interest rate fluctuation risk.

Funding and liquidity risk: Liquidity risk is the risk that the Group does not have sufficient financial liquid resources to meet its obligations when they fall due, or can only do so at excessive cost. The ability of the Group to access debt funding sources on acceptable economic terms over the longer term is dependent on a variety of factors, such as general market conditions and confidence in the global banking system, which are outside the Group's control. This may impact the ability of the Group to access new debt funding or secure funding on terms favourable to the Group.

The Group has an outstanding eurobond of EUR 406 million (equivalent to £344 million as at 31 December 2019) due to mature in April 2021. This represents a significant portion of the Group's overall debt funding and the Group's ability to re-finance this bond at a reasonable cost will be an important factor in relation to the liquidity position of the Group and its costs of debt funding going forward. A failure to re-finance this bond could have a detrimental effect on the financial condition of the Group.

The Group relies, in part, upon the effective management of its banking and other borrowing relationships and upon securing loan commitments from a number of lenders, often within the jurisdictions where it has operations. As at 31 December 2019, credit facilities totalled £861.6 million, with Group borrowing under these facilities at 31 December 2019 being £679.2 million giving headroom of £182.4 million (this excludes unamortised arrangement fees of £2.8 million). These facilities have a range of maturities from 2020 through to 2024. There is, however, a risk that all or some of these facilities may not be refinanced in the future.

The capital and bank loan markets in many of the countries in which the Group currently operates are less developed and subject to greater volatility than developed markets. There is also a risk that the credit market in a jurisdiction where the Group operates may become illiquid or less liquid in cash, thereby limiting the Group's access to cash in that market. This could hinder the Group's ability to raise, renew and service its borrowings and affect its ability to extend credit to customers in that market. At the extreme, this could lead to a breach of banking covenants causing all outstanding facilities to fall due for repayment or the going concern status of the business being called into question.

Even with sufficient debt facilities at a Group level, local currency debt funding may not be available in each country, or may only be available at a prohibitively high cost, and it may not be possible to swap funding available to the Group in other currencies into local currency.

Failure to secure liquid funding and ensure covenant compliance could adversely impact the Group's business, results of operations and financial condition.

Credit rating risk: Credit ratings are opinions on the Issuer's creditworthiness. The Issuer's credit ratings affect the cost and availability of its funding from capital markets and other funding sources. If the Issuer fails to maintain its current credit ratings, this could adversely affect its cost of funds and its access to capital and other credit markets.

Credit quality risk: The Group is exposed to risks associated with the uncontrolled deterioration in the credit quality of its customers, which may be driven by, for example, socio-economic or customer-specific factors linked to economic performance. For instance, in 2009, the Group experienced a significant rise in impairment levels due to the global economic downturn. The impact of higher impairment levels on the profitability of the Group is likely to be exacerbated by a consequent reduction in the number of current customers with the potential to take a new loan. This would cause a rapid fall in the Group's revenue at a time of increased impairments.

Declining credit quality and increased impairment levels would impact profitability, the number of existing customers capable of taking on new loans, and employee and agent engagement, and could ultimately have a material adverse effect on the Group's business, results of operations and financial condition.

Counterparty risk: The Group has cash balances in the accounts of banks in all of its countries of operation and the United Kingdom, in order to ensure sufficient cash availability to fund the shortterm operation of the business. Although the Group has policies in place to mitigate counterparty risk, including policies with respect to the minimum acceptable credit rating of institutions with whom the Group places cash, there is nevertheless a risk that a bank holding Group cash becomes insolvent, and the Group loses all or substantially all of the cash deposited with that bank as a result.

Exchange rate fluctuation risk: The Group is subject to risks associated with exchange rate fluctuations. Although the Group is based in the United Kingdom, files its consolidated financial reports and accounts in sterling and pays dividends to shareholders in sterling, all of its existing operations are based overseas and most of its profits and losses are denominated in foreign currency. The sterling value of foreign currency denominated profits and losses cannot be effectively hedged in the long term and so exchange rate fluctuations may adversely affect the Group's income statement account, its reserves or future cash flows.

Additionally, the existing operations of the Group have net assets which are denominated in foreign currencies. The Group's policy is to use local currency borrowings to the maximum possible extent to fund local currency assets to provide a natural hedge (either through direct borrowings or via currency transactions for funding raised in non-operational currencies). A hedge is a method of removal or mitigation of a particular risk. In this case, borrowing in a local currency to fund assets in the same currency mitigates against the risk of adverse movements in exchange rates between currencies to the Group's sterling net asset value. Any residual exposure remains unhedged. This residual unhedged exposure could adversely affect the sterling value of the Group's net assets if the value of sterling strengthens against the currency in which the residual unhedged exposure is denominated.

A significant proportion of the Group's borrowing is in euro and sterling and the Group swaps these proceeds into the Group's operational currencies. Exchange rate fluctuations may have the effect of reducing or removing the overall headroom on the Group's debt facilities. The majority of the Group's current bank facilities are denominated in foreign currencies, such that committed local currency funding is in place to partly fund local currency assets. A number of these facilities can be drawn in alternative currencies (such as sterling or euro) on a committed or uncommitted basis. In addition, the Group has from time to time issued bonds denominated in local currencies under the Programme, to access local currency funding. There can, however, be no assurance that the Group will be successful in negating the potential impact of risks associated with volatility in foreign currency exchange rates. Such rates or changes could have a material adverse effect on the ability of the Group to fund its growth strategy, on the value of the Group's future cash flows and/or on the results of its operations and financial condition.

Interest rate fluctuation risk: To the extent that interest costs are not fixed or hedged on borrowings required to fund fixed rate loans to customers for the duration of the repayment period for such loans, there is a risk that increases in interest rates will reduce the profit margin on those loans to customers.

In order to limit its net exposure to interest rate risk, the Group enters into hedging transactions. A hedging transaction is a transaction where a party buys protection in respect of a particular risk by entering into a derivative with a counterparty in respect of that risk. So for example if a company has exposure to a floating rate of interest for its own funding costs, but lends at a fixed rate of interest to its customers, that company's profitability is at risk if the floating rate of interest rises, because there is no equivalent rise in the fixed rate at which it has lent funds to customers. To mitigate this risk, the company may enter into a hedging transaction with a counterparty where the company agrees to swap the cashflows on its floating interest rate debt with a counterparty for the cashflows on a fixed interest rate in respect of a similar amount to that of its borrowings. The utility of the protection the relevant company buys by doing this will depend on the counterparty's ability to make payments under the hedging contract when the floating rate of interest goes up. If the Group engages in hedging transactions, it will be exposed to the risk of default by its hedging counterparties.

There can be no assurance that the Group will be able to successfully manage the potential negative impact of risks associated with rapid interest rate changes. Such changes could have a material adverse effect on the Group's business, results of operations and financial position if, as a result of the Group's borrowings not being fixed or hedged, the costs of such borrowings rise whilst the fixed rates of interest on loans to customers which have been funded by such borrowings remains the same.

The Group's businesses, earnings and financial condition could be affected by any future crisis in global financial markets and/or deterioration in the global economic outlook.

The performance of the Group is influenced by the economic conditions of the countries in which it operates around the world. Further, the countries in which the Group currently operates are emerging economies and so are likely to be subject to greater volatility in economic, political and financial market conditions. The precise nature of all the risks and uncertainties the Group faces, and will face, as a result of any future global financial crisis or deterioration in the global economic outlook cannot be predicted and many of these risks are outside the Group's control.

A deterioration in economic conditions globally and in the markets in which the Group operates, including, but not limited to, business and consumer confidence, unemployment, household disposable income, the state of the housing market, foreign exchange markets, counterparty risk, inflation, the availability and cost of credit, and the liquidity of global financial markets or market interest rates, may reduce the level of demand for the products and services of the Group, adversely affect the earnings the Group can achieve on its products and lead to reduced volumes of credit issued, reduced revenue and increased levels of impairment charge. This may affect the Group's ability to obtain sufficient liquid, local currency funds to meet the requirements of the business (following maturity of the Group's existing sources of financing), to issue sufficient volumes of credit at appropriate levels of impairment and to maintain adequate cover on its financial covenants. A global recession may also result in the Group being unable to execute its growth strategy. The aforementioned factors may materially and adversely impact the Group's operating results, financial condition and prospects.

Legal, regulatory and tax risks

The Group may be affected by changes in financial services regulation, or other laws or regulations applicable to the Group, or the interpretations or enforcement thereof.

The Group's operations are subject to legislation, regulations, rules, guidance, codes of conduct and government policies in the jurisdictions in which it conducts business and in relation to the products it markets and sells. For further information in relation to the regulation to which the Group is subject, see the "Regulatory Information" section of this Prospectus. Regulatory authorities have broad jurisdiction over many aspects of the Group's business, marketing and selling practices, advertising and terms of business.

Financial services laws, regulations, rules, guidance, government decrees and ordinances, codes of conduct, government policies and/or the respective interpretations or enforcement thereof may change and, although the Group monitors developments, it cannot predict future initiatives or changes. Such changes, or proposals to make such changes, may sometimes take place without consultation or prior warning at any time both within, and outside of, formal legislative processes. In many countries in which the Group operates, the interpretation and approach to enforcement of legal and regulatory systems is in a process of development, which may result in existing laws and regulations being applied, interpreted and enforced inconsistently.

Any such changes may materially and adversely affect, amongst other things, the Group's product range and activities, the sales and pricing of its products, the Group's profitability, solvency and capital requirements and costs of compliance. The total charges for the Group's loans are higher than for loans provided by mainstream banks, reflecting the higher lending risk and (in respect of the home credit business) the high level of personal service provided by the Group's agents. This can attract criticism and bring calls for statutory caps on charges on certain products the Group offers and/or limitations on the amount the Group may lend to any individual customer.

The Group is at risk of further, or changes to existing, caps on interest rates, the total cost of credit, APR or other types of cost caps as well as other types of lending restrictions, changes to usury or "good morals" laws, withdrawal of a key licence or removal of an entry from a relevant register (including those licences or registrations necessary for the Group's offering of insurance products as on an intermediary, distributor and/or agency basis for a range of insurance providers), and to changes to laws or regulations on, or prohibition of, doorstep lending. The Group is also at risk of more restrictive product regulation, more stringent consumer credit legislation, more restrictive customer protection regulation (covering, for example, advertising or personal insolvency), responsible lending legislation (for example, debt to income limits), fines for breach of current regulators' standards, employment and health and safety legislation, implementation of new or more stringent licensing or registration procedures (for example, the introduction of financial intermediary licensing or the introduction or tightening of licensing requirements for non-banking financial institutions), broader grounds for challenges to the Group's commercial practices or product terms and conditions by customers or interest groups and any other legal or regulatory changes designed to restrict or with the effect of restricting the growth of credit in any given country in which the Group operates.

The Group is at risk of challenges by customers or interest groups to the Group's commercial practices (for example, in relation to the mis-selling of its core lending products or its ancillary offering of home, medical, and life insurance and other products on an intermediary, distributor and/or agency basis) or product terms and conditions. This risk may become more significant with any introduction of broader grounds and/or new or emerging procedures for such challenges (including the introduction, or expanded use of, ombudsman schemes and class action litigation or collective redress procedures). The Group's operations in central and eastern European jurisdictions are exposed to a risk that courts could invoke civil law provisions in order to render void contracts that contain provisions that are entered into in bad faith or that are contrary to rules of social coexistence. Most countries also contain criminal law provisions that enable penalties to be imposed on those persons responsible for transactions that are deemed usurious.

The Group may have to respond to any material changes in legislation or regulation which could potentially affect its business by adapting its business model or products in the relevant market. There can be no assurance, however, that the Group will be able to effectively respond to any such changes and this may affect the Group's operations and the conduct and success of its business in the relevant market.

For further information in relation to the regulation to which the Group is subject and the legislative proposals that may come into force in the countries in which the Group operates, see the "Regulatory Information" section of this Prospectus.

The Group is, and in the future may be, subject to regulatory and legal actions or intervention in the ordinary course of its business.

The Group is subject to risks of regulatory investigations, audits, controls, proceedings and/or litigation in connection with its business. Such regulatory investigations, audits, controls, proceedings and/or litigation could be initiated, amongst other reasons, in response to an actual or suspected breach by the Group or a Group company of laws, regulations or rules, and could result in the loss of a licence, the removal from a register, the imposition of a fine, the retraction of any other authorisation to provide credit in a particular country or the imposition of onerous operational obligations.

Regulatory and legal actions may be difficult to assess or quantify and may seek recovery of large or indeterminate amounts, which may remain unknown for substantial periods of time. In addition, such actions could result in adverse publicity for the Group or could affect its relations with customers, as well as divert management's attentions from the day-to-day management of the Group's business. In countries where judicial and dispute resolution systems are less developed, it may in some circumstances not be possible to obtain timely legal remedies. If the Group becomes party to legal proceedings in a market with an insufficiently developed judicial system, it may be difficult for the Group to make a reasonable qualification or quantification of the risks and outcomes associated with any proceedings, or to make, or defend against, claims.

The Group may also be vulnerable to regulatory action by competition, fair trading or consumer protection authorities if it is found that the markets in which it operates are not functioning competitively or effectively.

Information on the regulatory framework within which the Group currently operates, together with a description of any regulatory investigations and proceedings and/or litigation in connection with the Group's business, can be found in the "Regulatory Information" section of this Prospectus.

The Group may be subject to changes in tax laws or regulations, or their respective interpretations.

Although the Group does not have substantial operations in the United Kingdom, the Group is headed by a holding company incorporated and tax resident in the United Kingdom. This exposes the Group to the United Kingdom's international tax regime, including its controlled foreign companies regime, and makes the United Kingdom tax position more difficult to manage. The treatment of such international groups under United Kingdom tax law has been, and may again be, subject to significant change.

Tax legislation and interpretation in the jurisdictions in which the Group operates have been subject to significant change. In general, the Group sees less clarity in tax legislation in its overseas markets than in the United Kingdom, and some uncertainty generally arising from the fact that court decisions are often not binding as precedents. Coupled with this, a home credit business has a number of unusual features which may make it unclear as to how overseas tax authorities will tax certain aspects of the operations. For example, the rules which determine the extent to which tax relief for impairment is obtained are often very complex and in certain jurisdictions in which the Group operates have been, or are potentially, subject to significant change. A restriction in the availability of tax deductions for impairment could significantly increase the Group's tax liabilities and reduce post-tax returns.

Adverse changes in, or conflicting interpretations of, tax legislation and practice in the different jurisdictions in which the Group operates may lead to an increase in the Group's taxation liabilities and effective tax rate. As with other international groups, the Group is subject to the risk of future changes to the taxation treatment of cross-border transactions arising as a result of the implementation of the OECD's Action Plan on Base Erosion and Profit Shifting ("BEPS"). As with other financial services institutions, the Group is subject to the risk of additional taxation arising from new taxes levied on the financial sector, either at a national level or at an EU level, including a tax on financial transactions, if implemented. In some instances the Group benefits from a favourable position under EU law and the extent to which this may change following Brexit will depend on the outcome of the post-Brexit negotiations/double tax treaty provisions as at the end of the Implementation Period.

In early 2017, the Group's home credit company in Poland, Provident Polska, appealed decisions (the "Decisions") received from the Polish Tax Chamber (the upper tier of the Polish tax authority) with respect to its 2008 and 2009 financial years. The Decisions for both years are based on the same reasoning and involve a transfer pricing challenge relating to an intra-group arrangement with a United Kingdom Group entity together with a challenge to the timing of taxation of home collection fee revenues. As stated in the Group's announcement at the time of the Decision in respect of the 2008 financial year (issued on 6 January 2017), the Group disagrees with the interpretation of the tax authority and will defend its position robustly. In order to appeal the Decisions, the Group paid the amounts assessed which total £34.2 million comprising tax and associated interest (which is held on the balance sheet as a non-current financial asset). The Group has received a favourable decision in respect of 2008 and 2009, but such decision is subject to any appeal launched by the Polish Tax Chamber. In addition to 2008 and 2009, financial years 2010 to 2012 have been subject to audit in Poland. In October 2019, the tax audits of 2010, 2011 and 2012 were closed and the Group reached an agreement with the Polish tax authority regarding treatment of the remaining years up to and including 2017. This resulted in an overall payment of £3.8m for 2010 to 2017. The year 2013 is now statute-barred, but from a technical perspective, years 2014 onwards remain open to audit.

As previously reported, in late 2017 the European Commission opened a State Aid investigation into the Group Financing Exemption contained in the UK controlled foreign company rules, which were introduced in 2013. In April 2019 the EU announced its finding that the Group Financing Exemption is partially incompatible with EU State Aid rules. In common with other UK-based international companies whose intra-group finance arrangements are in line with current controlled foreign company rules, the Group is affected by this decision. The total tax benefit obtained by the Group in all years as a result of the structure affected by the decision is estimated at up to £13.9 million. The amount repayable by the Group under the decision however is expected to be lower than this as the final decision only found the UK tax regime to be partially incompatible. HMRC has begun a process of gathering information from taxpayers, including IPF, in order to quantify the amount of alleged State Aid received. The UK government has announced that it has filed an annulment application before the General Court of the EU. In common with a number of other affected taxpayers, IPF has also filed its own annulment application. Nevertheless, the amount of finally agreed State Aid will need to be paid by the Group to HMRC in accordance with the State Aid rules pending the hearing of the applications. Based on legal advice received by management regarding the strength of the technical position set out in the annulment applications, it is expected to be more likely than not that any payment that the Group makes to HMRC as a result of the State Aid decision will ultimately be repaid. HMRC has stated that it does not consider that the timing and form of the UK's exit from the EU will have any practical impact on this matter.

The Group is also currently subject to tax audits in Mexico (with respect to 2017), Spain (2015 to 2017), Finland (VAT for 2018 and 2019) and Hungary (2017 and 2018). Changes to taxation law, which includes rules governing indirect taxes, personal taxes and capital taxes, may also affect the attractiveness of certain products offered by the Group. This could result in a significant reduction in sales of those products which, in turn, could have a material adverse effect on the Group's business, results of operations and financial condition. As with other financial services institutions operating within the UK and the EU, changes to the VAT treatment of financial services may materially and adversely affect, among other things, the Group's sales and pricing of its products and the Group's profitability. Changes in the scope of VAT exempt financial services may have a material adverse impact on the Group's VAT position in terms of the VAT status of supplies to customers and of services received from suppliers including agents. The withdrawal of the UK from the EU may alter the impact of indirect taxes such as VAT on the Group.

Challenges to the tax treatment of arrangements amongst the companies in the Group could materially and adversely affect the Group's financial and operating results.

The Group companies in the United Kingdom provide various services and forms of support to the overseas businesses. There are also a number of significant intra-Group cross-border transactions that take place between various of the Group's overseas subsidiaries, including derivative transactions, sales of debt and debt participations, provision of finance and guarantees and provision of services and know how. Intra-group transactions are priced, for transfer pricing purposes, on what is considered to be an arm's length basis. Where provision is made from the United Kingdom, the pricing has been discussed in advance with HM Revenue & Customs, and the pricing methodology in respect of intra-Group loans and the provision of guarantees of third party debt has been agreed with HM Revenue & Customs under an advanced pricing agreement for the accounting periods through to 2018. An application to extend the agreement to cover subsequent periods has been submitted and the Group is expecting a decision from HM Revenue & Customs in 2020. Nevertheless, the Group is exposed to the risk of a challenge by tax authorities in respect of intra-Group transactions, with an associated risk of an increased liability to tax.

Legal characterisation of the status of agents.

In Poland, the Czech Republic and Mexico, the home credit agent is treated as being self-employed rather than being an employee or agent of the relevant entity of the Group. In Hungary and Romania, however, business entities must perform their usual business activities through employees. There is a risk that the interpretation of employee or agent could be challenged. A challenge, if successful, could result in increased costs of operation for the Group, or may require the Group to reassess its home credit business model and/or discontinue its operations in the affected locality. It may also render the relevant entity within the Group liable to, amongst other things, fines, additional taxation (on an on-going and backward looking basis) or non-financial penalties or require changes to be made to its employee and/or agent remuneration and structure.

Legal challenges to contractual terms and collective redress.

Loss may arise or liabilities may be incurred from defective transactions or contracts, either where contractual obligations are not enforceable or are judged unlawful or do not allocate rights and obligations as intended. This 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, local or national courts may find a customer contract to be in breach of anti-usury or ''good morals'' laws and regulation and therefore unlawful, thereby also increasing the risk that the number of claims by customers seeking to avoid their loan repayments and/or any accrued interest or fees 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 the affected jurisdiction. In addition, collective redress mechanisms or class action litigation as a means of addressing mass consumer claims in several of the Group's territories may pose a risk of the relevant subsidiary being party to a collective dispute in the event that it commences litigation, or if litigation is commenced against it.

Business risks

Changes in the small sum credit markets in any of the Group's markets and, in particular, an increase in competition in any of the Group's markets.

There is the risk of the level of competition continuing and intensifying from existing or new competitors in the small sum credit markets in which the Group operates (the home credit sector, the small sum credit card sector and other credit product sectors). The Group's business model, which has high direct and overhead costs, may become unsustainable in the face of competition from other lenders who operate business models with lower costs or offer customers much more contemporary and relevant channels and products.

Competition from (principally digital) remote lenders for those customers at the higher socioeconomic end of the home credit sector could intensify as the prime market matures and mainstream financial institutions seek to attract customers who are deemed to be of lower creditworthiness. Aspiring competitors may be prepared to offer loan products in the small sum credit sector at lower prices than the Group is able to offer.

An increase in competition may reduce market share leading to increased costs of customer acquisition and retention, reduced credit issued, greater difficulty for the Group in recruiting and retaining high calibre staff, lower revenue and lower profitability.

The Group may not be able to successfully implement a new product group or strategy for the acquisition of new customers or a new pricing or credit assessment method or analytical tools and data.

The Group may seek to introduce new product groups, pricing and credit assessment analysis methods and uses of data in order to retain existing customers whose needs have evolved, and to attract new customers for whom the existing product offering or methods of acquisition are unattractive or ineffective and/or for whom more competitive pricing and more sophisticated underwriting processes are required. 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.

Segmental business model strategy.

The Group's current business model is concentrated through a home credit business model (the provision of small sum unsecured loans with optional home collection service) and a digital credit model. The Group's strategy includes the development of its product offerings and expansion through existing and new markets. In the shorter term this concentration toward the home credit business model increases exposure to adverse regulatory or competitive threats.

Operational risk

Failure to attract, engage, motivate and retain sufficient depth of capability and quality of people at all levels of the Group's business.

The Group's strategy may be impacted by not having sufficient depth and quality of people or being unable to retain key people and treat them in accordance with its values and ethical standards. Therefore the Group is dependent upon its ability to attract, engage, develop, retain and appropriately reward the right agents, management and key executives who are able to collaborate to deliver the pillars of the Group's strategy. There can be no assurances that such people will remain with or, as the case may be, join the Group.

The Group needs to continue to engage agents in the home credit businesses in order to both service existing customers and seek new business in an increasingly competitive environment. The success of the Group's strategy to expand the business will depend upon the Group's ability to attract, engage, develop, retain and appropriately incentivise a sufficient number of agents on a sustained basis.

The Group's strategy to grow its digital business also relies upon the creation of a dynamic and modern culture which is attractive to people who want to build a career in the digital market place. Failure to attract, engage, develop, retain and appropriately reward the right people in the digital sector will negatively impact the growth of the digital business.

The Group aims to have sufficient breadth of capabilities and depth of personnel to ensure that it can meet its strategic objectives. 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 the expansion, of the Group's activities could cause disruption to the Group's business and have a material adverse effect on its business, growth prospects, results of operations and financial condition.

Possible risks to agent and employee safety.

Possible risks of personal injury to the Group's agents or employees could affect the ability of the Group to retain and engage agents or employees to perform the home collection service, or the ability or willingness of its managers to visit customers, could give rise to an increase in personal injury claims against the Group and may damage the reputation, brands and profitability of the Group. There could be a change in legislation, regulations, rules, guidance, codes of conduct and government policies relating to the health and safety of agents and employees performing the home collection service, which may require the Group to review its agent delivery and collection model and which may be adverse to the business, results of operations and financial condition of the Group.

The personal safety of agents and employees continues to be a priority of the Group, and to that end, the Group has implemented formal health and safety policies and procedures that are managed by designated safety managers in every market and overseen by a competent person at the Group's head office, as well as gaining independent safety standard accreditations. Notwithstanding the aforementioned precautions taken by the Group, a small number of the Group's agents and employees have nevertheless sustained fatal or other personal injuries during the course of, or for reasons related to, their work for the Group over a number of years.

The Group may be adversely affected by the failure to manage change.

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 system pilots, change risk management frameworks, monitoring programmes, prioritisation methodologies, audits, contingency and business continuity planning and regular progress reporting. Despite these controls, however, a new project, system, product or guide may fail to deliver the business benefits required to implement the Group's business model and/or growth strategy. A failure in the Group's management of any change could be for reasons such as noncompliance with best practice, technology failure, unexpected changes in external conditions and 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 may, from time to time, seek to expand its operations by entering into new geographic markets or making acquisitions of businesses operating in new or established markets. The Group may not be able to achieve success upon entry into a new geographic market, despite the research it undertakes before launching into a new market or, in the case of an acquisition of an existing business in a new geographic market, despite the due diligence it undertakes. The Group may not be able to successfully support its growth strategy in a newly entered geographic market and/or realise the expected accretive value of an acquired business if it cannot recruit and retain wellqualified staff for those businesses. The Group may not be able to take advantage of market opportunities due to under-performance elsewhere in the Group's business. The Group may not be able to meet customer demand or requirements or it may not be able to respond to local economic and regulatory conditions or to competitive pressure, so that its operations in new geographic markets or its newly acquired businesses do not perform as expected.

If the Group consequently disposes of an acquired business, disposes of a business entity (as with Bulgaria in 2017) or withdraws from a market (as it did in Slovakia and from the home credit business in Lithuania), the Group will incur costs of disposal or withdrawal and may have lost out on the opportunity of having instead entered another more appropriate market or acquired a more appropriate business. In addition, the Group may retain certain historic liabilities associated with the disposed or historic business. The losses will be of greater magnitude if the Group makes such an error in relation to a number of markets or acquisitions and this could materially and adversely affect the Group's business, results of operations and financial condition.

Moreover, if future profits do not materialise on entry into a new geographic market or the Group withdraws from the new geographic market, effective tax relief for start-up losses may not be available and may lead to an adverse impact on the Group's overall tax charge.

The success of the Group's business is dependent on the Group's brands and reputation.

The Group's success and, in particular, sales and collections, are dependent, in part, upon the strength of the Group's brands and the reputation of its business. The Group operates in the non-bank sector which attracts media interest and regulatory oversight and, as a result, providing credit in a responsible, transparent and ethical way that meets the Group's customers' expectations is important for a sustainable performance.

The Group could suffer damage to its reputation and brands as a result of negative publicity in connection with, for example, the perception of unreasonably high charges (when compared with banks and online lenders) for home credit products and digital loans. Negative publicity could also result from the activities of politicians, legislators, consumer protection agencies and the media, in spite of high levels of customer satisfaction. Such adverse publicity could directly affect customer consideration for the Group's products and their contractual repayments and result in increased regulation around pricing, debt to income levels and taxation with an adverse impact on the Group's financial performance.

In addition, a poor reputation could make it more difficult for the Group to recruit and retain highcalibre employees to deliver its home credit and digital business strategy.

System and technological failures or ineffectiveness, breakdown of operating processes, systems or controls, failure of business continuity planning, corruption of databases and service disruption.

The Group's business depends on its ability to process a large number of transactions efficiently and accurately. The Group's ability to develop business intelligence systems, to monitor and manage collections, to maintain financial and operating controls, to monitor and manage its risk exposures across the Group, to keep accurate records, to provide high-quality customer service and to develop and sell profitable products and services in the future depends on the success of its business continuity and contingency planning, the uninterrupted and efficient operation of its information and communications systems, including its information technology and the successful development and implementation of new systems.

There is a risk that the Group encounters losses if there is a systematic breakdown of operating procedures, processes, systems or controls that underpin the business model. Losses can result from inadequate or failed internal control processes and protection systems, human error, fraud or external events that interrupt normal business operations. This may result in a loss of data and a failure to provide quality service to customers. The Group's (as well as the Group's third party service providers') information technology, databases and other systems may be subject to damage or interruption from natural disasters (as in Mexico, following an earthquake in September 2017), floods, fires, power loss, telecommunication failures and similar events as well as to damage from the introduction to its systems of incorrect programming language by its employees and contractors. These systems may also be subject to computer viruses, physical or electronic break-ins, sabotage, vandalism, malicious cyber-attack and similar misconduct.

Although the Group has in place certain business continuity and contingency plans to guard against service disruptions, the Group's business continuity plans may prove to be unsuccessful against such disruptions.

If any of the above risks materialise, the interruption or failure of the Group's information technology and other systems (or the failure of those provided by third party service providers and software providers) could impair the Group's ability to provide its services effectively, causing direct financial loss, and may compromise the Group's strategic initiatives. In addition, it could damage the Group's reputation if customers believe its systems are unreliable which, in turn, could have an adverse effect on the Group's ability to collect loan repayments from customers and to attract new and retain existing customers. Technology failure or underperformance could also result in a higher number of customer and agent disputes and may increase the Group's litigation and regulatory exposure or require it to incur higher administrative costs (including remediation costs). Further, a loss of any customer database may require an expensive and time-consuming effort to endeavour to retrieve or recreate the lost data which may have a material adverse effect on the Group's operations and financial situation and damage its reputation and brands.

Failure by a member of the Group to comply with privacy and data protection laws and regulation may lead to action being taken against that member and/or the Group.

The Group relies on the collection and use of information from customers to conduct its business. It discloses its information collection and usage practices in a published privacy policy on the websites of its operating entities, which may be modified from time to time to meet operational needs or changes in the law or industry best practice. Companies within the Group may be subject to investigative or enforcement actions by data protection authorities, legal claims and reputational damage if they act, or are perceived to be acting, inconsistently with the terms of any privacy policy, customer expectations or applicable law. In addition, concern among customers about the Group's privacy practices could deter them from using its services and require the alteration of its business practices with attendant costs and possible loss of revenue.

Concerns may be expressed about whether the Group's use of data compromises the privacy of customers. Concerns about the Group's collection, use or sharing of personal information or other privacy-related matters, even if unfounded, could damage its reputation and operating results.

Data protection legislation and regulation in the jurisdictions in which the Group operates may change in the future and impose new burdensome requirements, compliance with which may increase the Group's costs or require it to change the way it conducts business with attendant costs and possible loss of revenue.

The Group may be affected by disputes with, or the failure or ceasing of adequate provision of services by, key third party suppliers.

The Group engages third parties to provide certain ancillary services which are material to the Group's business (for example, the provision of equipment, software and associated services in connection with operational management software). Disputes arising with, or failure of adequate provision of services by, third parties who provide ancillary services which are material to the Group's business may cause disruption to the Group's operations, result in losses, lead to incurred legal and court costs and also detract management's time from the Group's business, thereby adversely affecting it, its results of operations and its financial condition.

The Group may incur losses if a counterparty, such as a key supplier or operational partner, ceases to operate. There is a risk of business failure of a counterparty such as an IT services outsourcer, which may cause significant disruption to the business or impact upon the Group's ability to operate.

Catastrophes, pandemics and weather-related events may adversely affect the Group.

The Group's business relies on the ability of agents to collect and arrange loans in the home service markets, and on customers having sufficient household income to repay those loans. Catastrophes, pandemics and weather-related events including, but not limited to, natural disasters, severe storms, flooding and prolonged periods of snow or freezing weather can all affect both the ability of agents/employees to arrange and collect loans, as well as the ability of customers to repay loans if their household income is significantly reduced as a result. The incidence and severity of catastrophes, pandemics and weather-related events are inherently unpredictable. Catastrophes, pandemics and weather-related events, therefore, may have a material adverse effect on the Group's consolidated financial condition, results of operations and cash flows.

To minimise the potential impact of such unexpected events, the Group and subsidiary companies maintain and rehearse business continuity plans overseen by staff in Group Head Office and in the individual markets in which the company operates.

Impairment of the value of intellectual property or failure to maintain database integrity could diminish the competitive position of the Group.

The Group relies on intellectual property laws to protect its rights to certain aspects of its systems, brands, products, processes, and databases. If there is any unauthorised use or infringement of the Group's intellectual property rights and the Group fails to enforce such rights, or the Group fails to maintain its database rights and the database's integrity, the value of the Group's products and services could be diminished, its competitive position could be adversely affected and its business may suffer. Third party rights in respect of the ''Provident" or any of the Group's other brand names may exist in some countries in which the Group does business or intends to do business in the future. If such third party right owners brought infringement proceedings, the Group's right to use such brand names in such countries may be restricted or impaired.

There are also risks inherent in using the same name as another entity, as the Group may suffer the adverse consequences of any damage to the ''Provident'' or any of the Group's other brand names caused by such other entity.

FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME

Risks related to the structure of a particular issue of Notes

Notes subject to optional redemption by the Issuer.

An optional redemption feature is likely to limit the market value of Notes. During any period when the Issuer may elect to redeem Notes, the market value of those 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.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an Investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed, and may only be able to do so at a significantly lower rate. Potential Investors should consider reinvestment risk in light of other investments available at that time.

Fixed Rate Notes – yield.

The indication of yield stated within the Final Terms of the Notes applies only to investments made at (as opposed to above or below) the issue price of the Notes. If an Investor invests in Notes issued under the Programme at a price other than the issue price of the Notes, the yield on that particular Investor's investment in the Notes will be different from the indication of yield on the Notes as set out in the Final Terms of the Notes.

Notes issued at a substantial discount or premium.

The market values of securities issued at a substantial discount or premium to their nominal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Higher volatility can in turn depress the market value of such securities, as price volatility is an unattractive feature of an investment for an Investor seeking stable returns.

Reform and regulation of "benchmarks"

LIBOR, EURIBOR and other interest rate, equity, commodity, foreign exchange rate and other types of rates and indices which are deemed to be 'benchmarks' have been the subject of regulatory scrutiny and recent national and international regulatory guidance and reform. These reforms may cause benchmarks to perform differently than in the past or disappear entirely, or there could be other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes that are linked to such a benchmark.

In particular, on 27 July 2017, the FCA announced that it will no longer request or require that panel banks continue to submit contributions to the LIBOR benchmark beyond the end of 2021. The continuation of LIBOR on the current basis will therefore not be guaranteed after 2021. It is, however, possible that the LIBOR administrator, ICE Benchmark Administration, and the panel banks could continue to produce LIBOR on the current basis after 2021, if they are willing and able to do so. The potential elimination of LIBOR or changes to the manner in which LIBOR is administrated could lead to unanticipated consequences in respect of any Floating Rate Notes that are linked to LIBOR.

The Benchmarks Regulation was published in the European official journal on 29 June 2016 and the majority of its provisions became fully applicable in the EU on 1 January 2018 (subject to certain transitional provisions). The Benchmarks Regulation applies to 'contributors', 'administrators' and 'users' of benchmarks in the EU. It (a) requires EU benchmark administrators to be authorised or registered and to comply with requirements relating to the administration of benchmarks, (b) prohibits the use in the EU of benchmarks provided by EU administrators which are not authorised or registered in accordance with the Benchmarks Regulation, and (c) prohibits the use in the EU of benchmarks provided by non-EU administrators which are either not authorised or registered and subject to supervision in a jurisdiction in respect of which an 'equivalence' decision has been adopted in accordance with the Benchmarks Regulation or, where such equivalence decision is pending, 'recognised' by the competent authorities of applicable EU Member State(s). An exception to this is that a benchmark provided by a non-EU administrator can itself be endorsed for use in the EU by an EU authorised or registered administrator or an EU-based supervised entity, following authorisation of the endorsement by the relevant competent authority. The Benchmarks Regulation could have a material impact on Floating Rate Notes linked to a benchmark rate as, for example, it may have the effect of discouraging market participants from continuing to administer or participate in certain benchmarks, trigger changes in the rules or methodologies used in certain benchmarks or lead to the disappearance of certain benchmarks.

The potential elimination of the LIBOR or EURIBOR benchmarks or any other benchmark, or changes in the manner of administration of any benchmark, may require an adjustment to the terms and conditions, or result in other consequences, in respect of any Notes linked to such benchmark (including but not limited to Floating Rate Notes) depending on the specific provisions of the relevant terms and conditions applicable to the Notes.

More broadly, prospective Investors should in particular be aware that any of the international or national reforms, or the general increased regulatory scrutiny of interest rates and indices which are deemed to be "benchmarks" (including the application of the Benchmarks Regulation), 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 the benchmark, trigger changes in the rules or methodologies used in the benchmark, or lead to the disappearance of the benchmark. Any of the above changes or any other consequential changes as a result of the application of the Benchmarks Regulation or other international or national reforms, initiatives or investigations, could have an adverse effect on the value or liquidity of, and return on, any Notes whose rate of interest or principal return is linked to a benchmark (including, but not limited to, Floating Rate Notes) and result in the effective application pursuant to the Terms and Conditions of either (i) an alternative floating rate selected in accordance with specified fallback procedures, or (ii) fixed rate based on the rate or rates which applied or were offered in the previous Interest Period when such benchmark was available.

Notes linked to a benchmark – benchmark discontinuation

Screen Rate Determination

Where Screen Rate Determination – Applicable (Term Rate) (as defined in the Terms and Conditions of the Notes) specified as the manner in which the Rate of Interest in respect of Floating Rate Notes is to be determined, the Terms and Conditions provide that the Rate of Interest (as defined in the Terms and Conditions of the Notes) shall be determined by reference to the Relevant Screen Page (or its successor or replacement) (as defined in the Terms and Conditions of the Notes). In circumstances where such Original Reference Rate (as defined in the Terms and Conditions of the Notes) is discontinued, neither the Relevant Screen Page, nor any successor or replacement, may be available.

Where the Relevant Screen Page is not available, and no successor or replacement for the Relevant Screen Page is available, the Terms and Conditions provide for the Rate of Interest to be determined by the Calculation Agent by reference to quotations from banks communicated to the Calculation Agent.

Where such quotations are not available (as may be the case if the relevant banks are not submitting rates for the determination of such Original Reference Rate), the Rate of Interest may ultimately revert to the Rate of Interest applicable as at the last preceding Interest Determination Date (as defined in the Terms and Conditions of the Notes) before the Original Reference Rate was discontinued. Uncertainty as to the continuation of the Original Reference Rate, the availability of quotes from reference banks, and the rate that would be applicable if the Original Reference Rate is discontinued may adversely affect the value of, and return on, the floating rate Notes.

Benchmark Events

Benchmark Events (as defined in the Terms and Conditions of the Notes) include (amongst other events) permanent discontinuation of an Original Reference Rate. If a Benchmark Event occurs, the Issuer shall use its reasonable endeavours to appoint an Independent Adviser (as defined in the Terms and Conditions of the Notes). The Independent Adviser shall endeavour to determine a Successor Rate or Alternative Rate (each as defined in the Terms and Conditions of the Notes) to be used in place of the Original Reference Rate. The use of any such Successor Rate or Alternative Rate to determine the Rate of Interest is likely to result in Notes initially linked to or referencing the Original Reference Rate performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to apply in its current form.

Furthermore, if a Successor Rate or Alternative Rate for the Original Reference Rate is determined by the Independent Adviser, the Terms and Conditions provide that the Issuer may vary the Terms and Conditions, as necessary to ensure the proper operation of such Successor Rate or Alternative Rate, without any requirement for consent or approval of the Noteholders.

If a Successor Rate or Alternative Rate is determined by the Independent Adviser, the Terms and Conditions also provide that an Adjustment Spread will be determined by the Independent Adviser and applied to such Successor Rate or Alternative Rate.

The Adjustment Spread (as defined in the Terms and Conditions of the Notes) is (i) the spread, formula or methodology which is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body (which may include a relevant central bank, supervisory authority or group of central banks/supervisory authorities), (ii) if no such recommendation has been made, or in the case of an Alternative Rate, the spread, formula or methodology which the Independent Adviser determines is customarily applied to the relevant Successor Rate or the Alternative Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate, or (iii) if the Independent Adviser determines that no such spread is customarily applied, the spread, formula or methodology which the Independent Adviser determines and which is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Rate, as the case may be.

Accordingly, the application of an Adjustment Spread may result in the Notes performing differently (which may include payment of a lower Rate of Interest) than they would do if the Original Reference Rate were to continue to apply in its current form.

Potential for a fixed rate return

The Issuer may be unable to appoint an Independent Adviser or the Independent Adviser may not be able to determine a Successor Rate or Alternative Rate in accordance with the terms and conditions of the Notes.

Where the Issuer is unable to appoint an Independent Adviser in a timely manner, or the Independent Adviser is unable, to determine a Successor Rate or Alternative Rate before the next Interest Determination Date, the Rate of Interest for the next succeeding Interest Period will be the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, or, where the Benchmark Event occurs before the first Interest Determination Date, the Rate of Interest will be the initial Rate of Interest.

Where the Issuer has been unable to appoint an Independent Adviser, or the Independent Adviser has failed, to determine a Successor Rate or Alternative Rate in respect of any given Interest Period, it will continue to attempt to appoint an Independent Adviser in a timely manner before the next succeeding Interest Determination Date and/or to determine a Successor Rate or Alternative Rate to apply the next succeeding and any subsequent Interest Periods, as necessary.

Applying the initial Rate of Interest, or the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, is likely to result in Notes linked to or referencing the relevant benchmark performing differently (which may include payment of a lower Rate of Interest) than they would do if the relevant benchmark were to continue to apply, or if a Successor Rate or Alternative Rate could be determined.

If the Issuer is unable to appoint an Independent Adviser or, the Independent Adviser fails to determine a Successor Rate or Alternative Rate for the life of the relevant Notes, the initial Rate of Interest, or the Rate of Interest applicable as at the last preceding Interest Determination Date before the occurrence of the Benchmark Event, will continue to apply to maturity. This will result in the floating rate Notes, in effect, becoming fixed rate Notes.

ISDA Determination

Where ISDA Determination is specified as the manner in which the Rate of Interest in respect of floating rate Notes is to be determined, the Terms and Conditions provide that the Rate of Interest in respect of the Notes shall be determined by reference to the relevant Floating Rate Option in the 2006 ISDA Definitions. Where the Floating Rate Option specified is an "IBOR" Floating Rate Option, the Rate of Interest may be determined by reference to the relevant screen rate or the rate determined on the basis of quotations from certain banks. If the relevant IBOR is permanently discontinued and the relevant screen rate or quotations from banks (as applicable) are not available, the operation of these provisions may lead to uncertainty as to the Rate of Interest that would be applicable, and may, adversely affect the value of, and return on, the Floating Rate Notes.

The market continues to develop in relation to SONIA as a reference rate for floating rate notes

The debt capital markets are in the process of adopting "risk free rates" as reference rates for newlyissued floating rate debt securities in place of screen rates (such as LIBOR). In the case of Sterling, the market is moving to the use of SONIA as a replacement for Sterling LIBOR. However, investors should be aware that the market continues to develop in relation to SONIA as a reference rate in the capital markets and its adoption as an alternative to Sterling LIBOR. In particular, market participants and relevant working groups are exploring alternative reference rates based on SONIA, including term reference rates (which seek to measure the market's forward expectation of an average rate over a designated term).

The market or a significant part thereof may adopt an application of SONIA that differs significantly from that set out in the terms and conditions of the Notes and used in relation to Floating Rate Notes that reference a SONIA rate issued under the Programme. The Issuer may in the future also issue Floating Rate Notes referencing SONIA that differ materially in terms of interest determination when compared with any previous Floating Rate Notes referencing SONIA issued under the Programme.

As SONIA is published and calculated by the Bank of England based on data received from other sources, the Group has no control over SONIA's ongoing calculation or publication. There can be no guarantee that SONIA will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of Investors in Floating Rate Notes linked to or which reference a SONIA rate (or that any applicable benchmark fallback provisions provided for in the Terms and Conditions will provide a rate which is economically equivalent for Investors). The Bank of England does not have an obligation to consider the interests of Investors in calculating, adjusting, converting, revising or discontinuing SONIA. If the manner in which SONIA is calculated is changed, that change may result in a reduction in the amount of interest payable on such Floating Rate Notes, which may result in a fall in the trading prices of such Floating Rate Notes in the secondary market. Furthermore, the interest payable on Floating Rate Notes which reference a SONIA rate is only capable of being determined at the end of the relevant observation period and shortly prior to the relevant Interest Payment Date (as defined in the Terms and Conditions of the Notes). It may therefore be difficult for Investors in Floating Rate Notes which reference a SONIA rate to estimate reliably the amount of interest which will be payable on such Floating Rate Notes.

Further, in contrast to LIBOR-based Floating Rate Notes, if Floating Rate Notes referencing SONIA become due and payable as a result of an Event of Default (as defined in the Terms and Conditions of the Notes) under Condition 10 (Events of Default), or are otherwise redeemed early on a date which is not an Interest Payment Date, the final interest payable in respect of such Floating Rate Notes will only be determined on or immediately prior to the date on which the Floating Rate Notes become due and payable and will not be reset thereafter.

Investors should also be aware that the manner of adoption or application of SONIA as a reference rate in the international debt capital markets may differ materially compared with the application and adoption of SONIA in other markets, such as the derivatives and loan markets. Investors should carefully consider how any mismatch between the adoption of SONIA as reference rates across these markets may impact any hedging or other arrangements which Investors may put in place in connection with any acquisition, holding or disposal of Notes linked to or which reference a SONIA rate.

Since SONIA is a relatively new rate in the debt capital markets, Floating Rate Notes linked to or which reference a SONIA rate may have no, or a limited, established secondary market when issued and an established secondary market may never develop or may not be very liquid.

Risks related to Notes generally

The price of the Notes may fluctuate from time to time and may be less than the amount paid by an Investor for the Notes.

If an Investor chooses to sell its Notes issued under the Programme in the open market at any time prior to the maturity of the Notes, the price the Investor will receive from a purchaser may be less than its original investment, and may be less than the amount due to be repaid at the maturity of the Notes if an Investor were to hold onto the Notes until that time. Factors that will influence the price received by Investors who choose to sell their Notes in the open market may include, but are not limited to, market appetite, inflation, the period of time remaining to maturity of the Notes, prevailing interest rates and the financial position of the Issuer. In addition, inflation may reduce the real value of the Notes over time which may affect what Investors can buy with their investments in the future (including on the maturity of the Notes).

Modification, waivers and substitution.

The Terms and Conditions of the Notes 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 Terms and Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes, (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such, (iii) the substitution of another company in place of the Issuer as principal debtor under the Notes in the circumstances described in Condition 11 of the Terms and Conditions of the Notes or (iv) the release of a Guarantor or the accession of a new Guarantor in certain circumstances.

Change of law.

The Terms and Conditions of the Notes are based on English law in effect as at the date of issue of the relevant Notes. 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 issue of the relevant Notes. Any such change could adversely impact the value of the Notes by, for example, calling into doubt in some way any of the rights and remedies under English law available to Noteholders as at the date of issue of their Notes, and which were therefore an intrinsic element of the value ascribed to such Notes at the date of issue.

Notes subject to redemption for tax reasons.

In the event that the Issuer or any Guarantor (i) has or will become obliged to increase the amounts payable in respect of any Notes or Coupons due to any withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any political subdivision or authority thereof or therein having power to tax, as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax, or any change in the application or interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first tranche of the relevant series of Notes, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor(s), as the case may be) taking reasonable measures available to it, the Issuer may redeem all of the outstanding Notes of the relevant series in accordance with their Terms and Conditions.

The Notes are not protected by the Financial Services Compensation Scheme.

Unlike a bank deposit, the Notes are not protected by the Financial Services Compensation Scheme (the "FSCS") or any equivalent schemes in other jurisdictions. As a result, neither the FSCS, nor anyone else, will pay compensation to an Investor in the Notes upon the failure of the Issuer, the Guarantors or the Group as a whole.

Bearer Notes where denominations involve integral multiples.

In relation to any issue of Notes in bearer form which have denominations consisting of a minimum Specified Denomination (as defined in the Terms and Conditions of the Notes) plus one or more higher integral multiples of another smaller amount, it is possible that the Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case, a Noteholder who, as a result of trading such amounts, holds a principal amount of less than the minimum Specified Denomination in its account with the relevant clearing system at the relevant time, will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

Risks related to the market

Credit ratings may not reflect all risks.

One or more independent credit rating agencies may assign credit ratings to an issue of 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 or withdrawn by the relevant rating agency at any time.

XIII.7.5 CAT A,C

In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). Such general restriction will also apply in the case of credit ratings issued by non-European Union credit rating agencies, unless the relevant credit ratings are endorsed by a European Union registered credit rating agency or the relevant non-European Union rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken in respect of a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings is set out in the "Important Notices" section of this Prospectus. Where a Tranche of Notes is rated, such rating will be specified in the applicable Final Terms and will not necessarily be the same as the rating of the Programme.

Interest rate risks.

Fixed Rate Notes bear interest at a fixed rate. Investors should note that (i) if interest rates start to rise then the income to be paid by the Notes might become less attractive and the price the Investors get if they sell such Notes could fall, and (ii) inflation will reduce the real value of the Notes over time and may make the fixed interest rate on the Notes less attractive in the future. However, the market price of the Notes has no effect on the interest amounts due on the Notes or what Investors will be due to be repaid if the Notes are held by the Investors until they mature.

Exchange rate risks and exchange controls.

The Issuer will pay principal and interest on the Notes, and the Guarantors will make payments, in the Specified Currency (as defined in the Terms and Conditions of the Notes). 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 (i) the Investor's Currency equivalent yield on the Notes, (ii) the Investor's Currency equivalent value of the principal payable on the Notes, and (iii) 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 or the ability of the Issuer or the Guarantors to make payments in respect of the Notes. As a result, Investors may receive less interest or principal than expected, or no interest or principal.

Risk of absence of market-maker.

In the case of Notes issued under the Programme which are tradable on the London Stock Exchange's electronic order book for retail bonds (the "ORB"), a market-maker will be appointed in respect of the relevant Notes from the date of admission of those Notes to trading. Market-making means that a person will quote prices for buying and selling securities during trading hours. However, the market-maker may not continue to act as a market-maker for the life of the relevant Notes. If a replacement market-maker is not appointed in such circumstances, this could have an adverse impact on an Investor's ability to sell the relevant Notes.

The secondary market.

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. 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. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies, or have been structured to meet the investment requirements of limited categories of Investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Notes. Moreover, other than in the case of Notes issued under the Programme to be traded on the ORB, it is not anticipated that a market-maker will be appointed in respect of Notes issued under the Programme, and the absence of a market-maker for the Notes may severely and adversely impact the price that an Investor would receive if it wishes to sell its Notes, especially where trading activity levels are low.

Legal investment considerations may restrict certain investments.

The investment activities of certain Investors are subject to 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.

The clearing systems.

The Notes in each Series will be represented by a temporary or permanent Global Note. Such Global Note may be deposited with a common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the Global Note, an Investor will not be entitled to receive Definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the interests in the relevant Global Note. While any Notes issued under the Programme are represented by a Global Note, an Investor will be able to trade their interests only through Euroclear or Clearstream, Luxembourg.

While Notes are represented by a Global Note, the Issuer will discharge its payment obligations under such Notes by making payments to the common depositary or common safekeeper for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of an interest in the Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, interests in any Global Note.

Holders of interests in a Global Note will not have a direct right to vote in respect of the Notes represented by such Global Note. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear or Clearstream, Luxembourg.

Holding CREST depository interests.

Investors may hold interests in the Notes through Euroclear UK & Ireland Limited (formerly known as CREST Co Limited) ("CREST") through the issuance of dematerialised depository interests ("CDIs") issued, held, settled and transferred through CREST, representing interests in the Notes underlying the CDIs (the "Underlying Notes"). Holders of CDIs (the "CDI Holders") will hold, or have an interest in, a separate legal instrument and will not be the legal owners of the Underlying Notes. The rights of CDI Holders to the Underlying Notes are represented by the relevant entitlements against CREST Depository Limited (the "CREST Depository") which (through CREST International Nominees Limited (the "CREST Nominee")) holds interests in the Underlying Notes. Accordingly, rights under the Underlying Notes cannot be enforced by CDI Holders except indirectly through the intermediary depositaries and custodians. The enforcement of rights under the Underlying Notes will be subject to the local law of the relevant intermediaries. This could result in an elimination or reduction in the payments that otherwise would have been made in respect of the Underlying Notes in the event of any insolvency or liquidation of any of the relevant intermediaries, in particular where the Underlying Notes held in clearing systems are not held in special purpose accounts and are fungible with other securities held in the same accounts on behalf of other customers of the relevant intermediaries.

CDIs are constituted under English law and transferred through CREST and will be issued by the CREST Depository pursuant to the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated) (the "CREST Deed Poll"). The rights of the CDI Holders will be governed by the arrangements between CREST, Euroclear, Clearstream, Luxembourg and the Issuer, including the CREST Deed Poll. Potential Investors should note that the provisions of the CREST Deed Poll, the CREST Manual issued by CREST (including the CREST International Manual dated 14 April 2008) as amended, modified, varied or supplemented from time to time (the "CREST Manual") and the CREST Rules contained in the CREST Manual applicable to the CREST International Settlement Links Service (the "CREST Rules") contain indemnities, warranties, representations and undertakings to be given by CDI Holders, and limitations on the liability of the CREST Depository. CDI Holders are bound by such provisions and may incur liabilities resulting from a breach of any such indemnities, warranties, representations and undertakings in excess of the amounts originally invested by them. As a result, the rights of, and returns received by, CDI Holders may differ from those of holders of Notes which are not represented by CDIs.

In addition, CDI Holders may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST International Settlement Links Service (the "CREST International Settlement Links Service"). These will include the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Poll and any taxes, duties, charges, costs or expenses which may be or become payable in connection with the holding of the Notes through the CREST International Settlement Links Service. Potential Investors should note that none of the Issuer, the Guarantors, the Arranger, the Dealers, the Trustee or the Paying Agent will have any responsibility for the performance by any intermediaries or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations. The CDIs are not the subject of this Prospectus.

INFORMATION ABOUT THE PROGRAMME

V.4.1(i) CAT B V.4.4 CAT C V.4.7 V.4.8 V.6.1(i), CAT B

		Refer to
What is the Programme?	The Programme is a debt issuance programme under which International Personal Finance plc ("IPF" or the "Issuer") as the issuer may, from time to time, issue debt instruments which are referred to in this Prospectus as the Notes. Notes are also commonly referred to as bonds. The payment of all amounts owing in respect of Notes issued by IPF will, in certain circumstances, be unconditionally and irrevocably guaranteed on a joint and several basis by each of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under their respective guarantees in respect of such Notes (the "Guarantee") (in such capacity, each of IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited is referred to as a "Guarantor", and together they are referred to as the "Guarantors"). "unconditionally" means that, if the Issuer hasn't paid the relevant amount due, there is no further condition to be fulfilled before the guarantee can be called on, and "irrevocably" means that the Guarantors can't revoke their guarantee at a later date. "on a joint and several basis" means that any person owed money under the Guarantee may pursue the obligation against all the Guarantors together, or any one Guarantor as if that Guarantor were liable for the whole guaranteed amount. The Programme is constituted by a set of master documents containing standard terms and conditions and other contractual provisions that can be used by IPF to undertake any number of issues of Notes from time to time in the future, subject to a maximum limit, at any time, of EUR 1,000,000,000. The Terms and Conditions of the Notes are set out later in this Prospectus. The Programme was established on 19 April 2010.	Terms and Conditions of the Notes beginning on page 91
How are Notes issued under the Programme?	Whenever the Issuer decides to issue Notes, it undertakes what is commonly referred to as a "drawdown". On a drawdown, documents which are supplementary to the Programme master documents are produced, indicating which provisions in the master documents are relevant to that particular drawdown and setting out the terms of the Notes to be issued under the drawdown. The key supplementary documents which Investors will need to be aware of when deciding whether to invest in Notes issued as part of a drawdown over the 12 month period from the date of this Prospectus are: (a) any supplement to this Prospectus and (b) the applicable Final Terms for such Notes. In the event of any significant new factor, material mistake or material inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of any Notes and whose inclusion or removal from this Prospectus is required	Terms and Conditions of the Notes beginning on page 91, Supplementary Prospectus on page 71 and the Form of Final Terms beginning on pages 133 and 145

	in order to ensure that this Prospectus contains the necessary information which is material to an Investor to make an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, the Group and any Guarantor, and the rights attaching to the Notes and the reasons for the issuance and its impact on the Issuer, the Issuer will prepare and publish a supplement to this Prospectus or prepare and publish a new Prospectus, in each case, for use in connection with such Notes.
	Each set of Final Terms is a pricing supplement to this Prospectus (as supplemented or replaced from time to time) which sets out the specific terms of each issue of Notes under the Programme. Each set of Final Terms is intended to be read alongside the Terms and Conditions of the Notes, and the two together provide the specific terms of the Notes relevant to a specific drawdown.
	Each set of Final Terms may be submitted to the Financial Conduct Authority (the "FCA") and the London Stock Exchange plc or to BondSpot S.A. or the Warsaw Stock Exchange or Euronext Dublin or the Nasdaq Stockholm or any regulated market operated by a member state of the European Economic Area ("EEA") or the United Kingdom ("UK") and published by the Issuer in accordance with the Prospectus Regulation and in compliance with the requirements of the local law of the relevant EEA Member State or the UK, if applicable.
What types of Notes may be issued under the	The following types of Notes, or a combination of them, may be issued under the Programme: Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes.	Terms and Conditions of the Notes
Programme?		beginning on
	Fixed Rate Notes Fixed Rate Notes are Notes where the interest rate payable by the Issuer on the Notes is fixed, for the life of the Notes, as a set percentage at the time of issue.	page 91 and the Form of Final Terms beginning on
	Floating Rate Notes	pages 133 and 145

V.4.7(vi) CAT B XIII 4.8(vi) CAT A

choose one of the other rates listed above if for any reason it felt it was more appropriate to a particular issuance of Notes).
Term Rate Floating Rate Notes
The floating interest rate for Floating Rate Notes that reference a Term Rate is calculated on or about the start of each new interest period and applies for the length of that interest period. Therefore, such Floating Rate Notes in effect have a succession of fixed interest rates which are recalculated on or about the start of each new interest period.
SONIA Floating Rate Notes
SONIA is an overnight interest rate, whilst the interest periods for Floating Rate Notes (including those that reference SONIA) will typically be longer (by way of example only, three or six months). Therefore, for Floating Rate Notes that reference SONIA, the daily SONIA rate must be aggregated to determine the interest payable in respect of each interest period. This is achieved by compounding the daily SONIA rates over a period of time equivalent to the length of the relevant interest period. The relevant daily SONIA rates used in this calculation are the daily SONIA rates for a period that lags behind the relevant interest period by a set number of days that will be specified in the Final Terms. This mechanism means that Investors and IPF will not know the relevant floating rate at the start of each interest period, but only after the end of the relevant observation period.
Although the floating interest rates applicable to the Floating Rate Notes will be based on benchmark rates, Floating Rate Notes will typically also include a fixed percentage margin which is added to (or subtracted from) the benchmark rate.
Zero Coupon Notes
Zero Coupon Notes are Notes which do not carry any interest but are generally issued at a deep discount to their nominal amount. Zero Coupon Notes are repaid at their full amount. Therefore, if Investors purchase Zero Coupon Notes on their issue date and hold them to maturity, their return will be the difference between the issue price and the nominal amount of the Zero Coupon Notes paid on maturity. Alternatively, they might realise a return on Zero Coupon Notes through a sale prior to their maturity.
The specific details of each issue of Notes will be specified in the applicable Final Terms.

Why are there two forms of Final Terms and which one should I be looking at?	The Prospectus Regulation requires the Issuer to give more disclosure in respect of Notes denominated in an amount of less than EUR 100,000 (unless traded only on a regulated market, or specific segment thereof, to which only qualified investors, as defined in the Prospectus Regulation, have access) than it does in respect of Notes denominated in an amount of EUR 100,000 or more, on the basis that lower denomination Notes are more likely to be bought by less sophisticated Investors who might benefit from additional information. There are therefore two different forms of Final Terms included in this document, one with slightly more disclosure items than the other, and which one will be used will depend on the denomination of the Notes as made clear in the legend appearing in the very first paragraph of each form of Final Terms.	Form of Final Terms beginning on pages 133 and 145
What is the relationship between the Issuer and the Group?	All references to the Group are to IPF, its subsidiaries (which include the Guarantors) and its subsidiary undertakings taken as a whole. IPF is the ultimate holding company of the Group. IPF's financial condition depends upon the receipt of funds provided by other members of the Group.	N/A
Why has the Programme been established? What will the proceeds be used for?	The Group established the Programme in order to diversify their sources of funding and the debt maturity profile of the Group. The net proceeds from each issue of Notes will be applied by the Group for its general corporate purposes. If, in respect of any particular issue of Notes under the Programme there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.	N/A V.3.2 CATC
Have any Notes been issued under the Programme to date?	As of the date of this Prospectus IPF has made sixteen drawings under the Programme.	N/A
How will the price of the Notes be determined?	Notes may be issued at their nominal amount or at a discount or premium to their nominal amount. The price and amount of Notes to be issued from time to time under the Programme will be determined by the Issuer and the relevant Dealer or Dealers at the time of "pricing" of the Notes in accordance with prevailing market conditions. The issue price for each tranche will be specified in the applicable Final Terms.	Form of IV7.1 IV7.2 Final Terms V.5.3.1(ii) beginning CAT B on pages 133 and 145
What is the yield on Fixed Rate Notes and Zero Coupon Notes?	The yield in respect of each issue of Fixed Rate Notes and Zero Coupon Notes will be calculated on the basis of the Issue Price and specified in the applicable Final Terms. Yield is not an indication of future price. Investors can find a sample calculation of yield set out on page 157.	General V.4.9(i) CAT B, C Information – 15 beginning on page 154
	The Final Terms in respect of any Floating Rate Notes will not include any indication of yield.

How are the Notes redeemed? What is a call option and a put option and what will you get paid upon the exercise of these options?	Upon maturity, the Notes will pay a fixed redemption amount. In addition, the Notes may provide for early redemption at the option of the Issuer (a call option) or at the option of the Investor (a put option).
	Call Options
	A call option gives the Issuer the right to redeem the Notes before the final maturity date at a predetermined price (or a price determined in part by reference to another bond referred to as a "make-whole") on one or more specified dates, which will be set out in the Final Terms. If the Notes are redeemed early, the Investor will be paid a pre-specified redemption value plus any accrued and unpaid interest or the "make-whole" amount calculated in accordance with the Terms and Conditions.
	Put Option
	A put option gives the Investor the right to require the Issuer to redeem such Investor's Notes before the final maturity date at a predetermined price on one or more specified dates, which will be set out in the Final Terms. If the Notes are redeemed early, the Investor will be paid a pre-specified redemption value plus any accrued and unpaid interest.
	Bullet Redemption
	Unless Notes are terminated early, are purchased and cancelled, or are adjusted in accordance with their Terms and Conditions, the Investor will receive, on the maturity date for each Note that such Investor holds, an amount equal to (x) the nominal amount, multiplied by (y) the amount per calculation amount specified in the relevant Final Terms. Both the calculation amount and the amount per calculation amount are set out in the Final Terms, and are used to determine what proportion of the nominal amount will be payable by the Issuer on the maturity date.
Will the Notes issued under the Programme be secured?	The Issuer's obligations to pay interest and principal on the Notes issued under the Programme will not be secured either by any of the Issuer's or any other member of the Group's assets, revenues or otherwise.	Terms and Conditions of the Notes beginning on
	The terms and conditions of the Notes do, however, contain a "negative pledge", which gives the Noteholders some protection from the Issuer or Guarantors creating security in favour of other creditors holding securities similar to the Notes.	page 91
Will the Notes issued under the Programme be guaranteed?	The payment of all amounts owing in respect of Notes issued by IPF will, for so long as IPF has any outstanding financial indebtedness, be unconditionally and irrevocably guaranteed by the Guarantors.	N/A

Will the Notes issued under the Programme have a credit rating?	A Series of Notes issued under the Programme may be rated by a credit rating agency or unrated. Such ratings will not necessarily be the same as the rating assigned to the Issuer or to any other Series of Notes. A credit 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. The Programme is currently rated, and further information can be found at the start of this Prospectus.	Important Notices – Credit Rating Agency Regulation Notice beginning on page 3
Will the Notes issued under the Programme have voting rights?	Holders of Notes issued under the Programme have certain rights to vote at meetings of Noteholders of the relevant Series, but are not entitled to vote at any meeting of shareholders of the Issuer or of any other member of the Group.	Terms and Conditions of the Notes – 11 Meetings of Noteholders, Modification, Waiver and Substitution beginning on page 122
Will I be able to trade the Notes issued under the Programme?	Applications have been made (i) to the FCA in its capacity as competent authority for Notes issued under the Programme during the period of 12 months from the date of this Prospectus to be admitted to the official list of the FCA (the "Official List") and (ii) to the London Stock Exchange plc (the "London Stock Exchange") for such Notes to be admitted to trading on the main market of the London Stock Exchange (the "Market"), although particular Series of Notes may be admitted to trading to other regulated markets.	General Information – 1 on page 154
	Once listed, Notes may be purchased or sold through a broker. The market price of Notes may be higher or lower than their issue price depending on, among other things, the level of supply and demand for such Notes, movements in interest rates and the financial performance of the relevant Issuer and the Group. (See "Risk Factors – Risks related to the market generally – The secondary market generally").
What will Noteholders receive in a winding up of the Issuer and the Group?	If the Issuer or a Guarantor becomes insolvent and is unable to pay its debts, an administrator or liquidator would be expected to make distributions to its creditors in accordance with a statutory order of priority. An Investor's claim as a Noteholder would be expected to rank after the claims of any holders of the Issuer or Guarantor's secured debt or other creditors that are given preferential treatment by applicable laws of mandatory application relating to creditors, but ahead of the Issuer's, or Guarantor's, shareholders, as applicable.	N/A

V.7.5 CAT A, C

V.6.1(i) CAT B XIII.5.I(i) CAT B V.6.2 CAT C

		of the Notes compared to other creditors of the Issuer and the Guarantors, as the case may be, is set out
	Type of obligation	Examples of obligations
Highest ranking	Proceeds of fixed charge assets	Currently none
	Expenses of liquidation/ administration	Currently none
	Preferential creditors	Including certain remuneration due to employees
	Proceeds of floating charge assets	Currently none
	Unsecured obligations, including guarantees in respect of them	Including any Notes of the Issuer to be issued under the Programme and the Guarantee of the Guarantors. Also includes unsecured obligations (including guarantee obligations) in respect of various Group banking facilities and other financings
Lowest ranking	Shareholders	Ordinary
the	However, as well as being aware of the ranking of the Notes issued under the Programme compared other categories	shareholders of creditor and shareholders of the Issuer, Investors should note
to assets "Business Finance structure"	that the Issuer holds a substantial majority of its indirectly through Description of Plc and The on page 38 for principal subsidiaries).	its subsidiaries International Personal Group – Organisational details of the Issuer's

A Issuer	of that subsidiary ahead of any creditors of the Issuer (i.e. including Investors). simplified diagram subordination of the Issuer's obligations under the Notes to any liabilities of the Issuer's subsidiaries referred to above is set out below. By way of example, reference is made to an indirect subsidiary of the (and a Guarantor International Personal Finance Investments Limited ("IPFIL"), but Investors should note that this diagram applies equally to all Guarantors' obligations: Type of	illustrating the structural under the Programme), Examples of
	obligation	obligations
Highest ranking	Proceeds of fixed charge assets	Currently none
	Expenses of liquidation/administration	Currently none
	Preferential creditors	Including certain remuneration due to IPFIL's employees
	Proceeds of floating charge assets	Currently none
	Unsecured obligations, including guarantees in respect of them	E.g. trade creditors and unsecured obligations (including obligations as borrower or guarantor) in respect of various Group banking facilities and other financings. Also includes the Guarantee of the obligations under the Notes for so long as IPFIL is a Guarantor
Lowest ranking	Shareholders	IPFIL's sole shareholder, IPF Holdings Limited, which is a direct subsidiary of IPF
respect Kingdom.	Investors should also be aware of proposals in the draft Finance Bill 2020 which was introduced in the previous session of the United Kingdom Parliament, which would have the effect of giving priority, as a preferential creditor, to HM Revenue and Customs in of certain taxes incorporated in the United Kingdom upon a winding up. If this proposal is implemented, this may affect the amounts available for distribution to the Issuer's or the Guarantors' unsecured creditors (such as Investors in the Notes) were the Issuer, any Guarantor or any other Group subsidiary to be wound-up in the United	due from companies

Who will represent the interests of the Noteholders?	The Law Debenture Trust Corporation p.l.c. (the "Trustee") is appointed to act on behalf of the Noteholders as an intermediary between Noteholders and the Issuer and the Guarantors (if applicable) throughout the life of any Notes issued under the Programme. The main obligations of the Issuer and the Guarantors (if applicable) (such as the obligation to pay amounts due under, and observe the various covenants in, the Terms and Conditions of the Notes) are owed to the Trustee. These obligations are, in the normal course, enforceable by the Trustee only, not the Noteholders themselves. Although the entity selected to act as Trustee is chosen and appointed by the Issuer, the Trustee's role is to protect the interests of the Noteholders as a class.	N/A
Can the Terms and Conditions of the Notes be amended?	The Terms and Conditions of the Notes provide that the Trustee may, without the consent of Noteholders or Couponholders, agree to: (a) waive, modify or authorise any breach or proposed breach of any provisions of the Trust Deed if, in the opinion of the Trustee, such modification is not materially prejudicial to the interests of the Noteholders; (b) any modification of any of the provisions of the Trust Deed that is, in the opinion of the Trustee, of a formal, minor or technical nature or is made to correct a manifest error; (c) the substitution of another company as principal debtor under the Notes in place of the Issuer, in certain circumstances, and subject to the satisfaction of certain conditions; and (d) the release of a Guarantor in certain circumstances. Noteholders may also sanction a modification of the Terms and Conditions of the Notes by passing an Extraordinary Resolution (as defined in the Trust Deed).	Terms and Conditions of the Notes – 11 Meetings of Noteholders, Modification, Waiver and Substitution beginning on page 122
How do I check whether the person offering me the Notes has been given the Issuer's consent to do so?	If an Investor is unclear on whether or not the person offering him the Notes has the Issuer's consent to do so (and therefore whether the Investor can rely on this Prospectus), the Investor should as a starting point check the Final Terms for the relevant Notes and see whether the Issuer has given either "Specific Consent" or "General Consent". If "Specific Consent" has been given, then the people who are authorised are the ones named in the Final Terms and/or on the Issuer's website as being authorised. No-one else is authorised to offer the Notes. If "General Consent" has been given, then the Investor should look on the website of the person offering them the Notes for what is called an "Acceptance Statement" confirming that that person has complied with the conditions attached to the consent. If no such Acceptance Statement appears, then the person is not authorised to offer the Investor the Notes. This is a good first step to checking that the person offering an Investor the Notes has been authorised to do so and the Investor can rely on the Prospectus, but unfortunately it is not conclusive – the person doing the offering still has to comply with various conditions (for example, they can only offer in specified jurisdictions, and within specified time limits). Details of these conditions are provided in the section "Important Legal Information". Therefore, if an Investor is in any doubt as to whether or not a person who offers him the Notes is authorised to do so, the Investor should seek independent legal advice.	Form of Final Terms beginning on pages 133 and 145 Important Legal Information on page 84

What if I have further queries?	If Investors are unclear in relation to any matter, or uncertain if the Notes issued under the Programme are a suitable investment, they should seek professional advice from their broker, solicitor, accountant or other independent financial adviser	N/A
	before deciding whether to invest.

BUSINESS DESCRIPTION OF INTERNATIONAL PERSONAL FINANCE PLC AND THE GROUP

1. Company Information

International Personal Finance plc ("IPF") is the holding company for an international provider of home credit and digital loans to consumers with average to below average incomes. IPF and its subsidiaries (as defined in the Companies Act 2006) (the "Group") focus on the provision of small sum, primarily home collected, short-term unsecured loans in emerging markets. IPF also offers digital products through IPF Digital. The Group operates in Poland, the Czech Republic, Hungary, Romania, Mexico, Lithuania (home credit business in the process of being liquidated), Spain, Finland, Estonia, Latvia and Australia and has approximately 27,000 employees and agents. The Group's head office is in Leeds in the United Kingdom. The issued share capital of IPF, as at 31 December 2019, comprises 234,244,437 ordinary shares of ten pence each, each of which is fully paid up. The Group has a secondary listing on the Warsaw Stock Exchange.

The memorandum and articles of association of the Issuer are incorporated by reference into this Prospectus and the objects of the Issuer are unrestricted.

IPF is a public limited company incorporated and registered in England and Wales on 5 December 2006 as a company limited by shares, with registered number 6018973. IPF's registered office is at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD. The telephone number of IPF's registered office is +44 (0)113 285 6700.

IV.5.1 IV.5.1.2 IV.5.1.3 IV.5.1.4

IV.14.2.1

IV.14.1.1

IV.5.1.1 IV.6.1.1

2. Organisational structure

IPF is headquartered in the United Kingdom and operates eleven overseas markets in Europe, Mexico and Australia. IPF is the ultimate holding company of the Group, and the Group's business is conducted through its subsidiaries. As such, IPF is dependent on those members of its Group. IPF also has certain United Kingdom subsidiaries which provide business services, financial support or credit hedging facilities to fellow subsidiary undertakings.

IV.7.1 VI.3

The following chart shows, in simplified form, the organisational structure of the Group.

3. Industry overview

The Group operates in a sub-sector of the consumer credit market, offering small-sum, primarily home-collected, short-term unsecured cash loans in the developing credit markets of Europe and Mexico. The Group also offers digital instalment loans and revolving credit line facilities through the IPF Digital division trading as hapi loans, Credit 24 and Creditea.

4. Business overview

4.1 Introduction

Home Credit

The Group's home credit business provides loans with a typical value of approximately £727 in the Group's European home credit businesses and £275 in the Group's Mexican home credit business and maturities ranging from 12 weeks to around 4 years. The loans are unsecured and the customer is not required (or requested) to provide a third party guarantee in respect of their obligations under the loan. The loans are provided in local currency and typically, loans are delivered to, and repayments are collected from, the customer's home by the Group's agents.

By way of an example, for a typical loan offered by the Group's Polish home credit business for a 60 week term the repayment profile is such that the Group would expect to receive the full amount of principal lent to its customers within 45 weeks.

Customers that opt for the agent home service incur no extra charges for missed or late payments during the contractual term of the loan.

The credit vetting of customers and, where the agent home service is provided, the provision of the loan and the collection of weekly instalments are performed at the customer's home by a home credit agent (supported by central credit scoring systems) who is responsible for servicing the customer's needs over the course of their relationship with the Group.

The Group is the world's largest provider of home credit by number of customers.

IPF Digital

The Group's digital business serves customers who prefer to take out credit online and repay remotely. The credit, provided under the brands hapi loans, Credit 24 and Creditea includes instalment loans with an average term of around two years and revolving credit line facilities. Repayments are collected monthly and the average outstanding customer balance at 31 December 2019 for (i) credit lines was £1,440 in the Group's established markets and £1,333 in the Group's new markets and (ii) instalment loans was £669 in the Group's established markets and £1,119 in the Groups new markets. The credit is unsecured, provided in local currency and the customer is not required to provide a guarantee.

4.2 Credit scoring and approval processes

The Group has a central credit scoring and management system, which operates alongside dedicated credit professionals in each business. The Group operates a different application process and behavioural credit scorecard (with its digital business scorecards developing rapidly) in each of its markets, including, where appropriate, using data from external credit bureaus. Each credit scorecard has been built using the Group's database of the performance of over 40 million loans. The Group's lending decisions, driven by the unsecured nature of the Group's lending operations, are made on the basis of a customer's disposable income rather than the value of the customer's assets.

For both its home credit and digital customers, the Group has a repeat lending offering (resulting in a retention rate of 64.6% for the Group's home credit businesses and 54.3% for IPF Digital) which is in line with the Group's "low and grow" strategy. Under the "low and grow" strategy customers are initially offered smaller loans, or credit lines, with further assessments conducted before larger loans or credit lines are offered.

The Group has a centralised arrears management system, which involves the sale of nonperforming loans to external debt recovery agencies.

Home Credit

The credit risk profile of the Group's home credit customers is higher than for the Group's digital business. The home credit agent is critical to the credit management of the Group's home credit customers and the agent (supported by the central credit scoring systems) conducts the assessment of the customer's character, characteristics and capacity to repay.

The Group's home credit agents are remunerated primarily on the basis of collections.

IPF Digital

The credit risk profile of the Group's digital business is lower than for the Group's home credit business. In order to mitigate the risk of human error, upon approval of a loan, 1 cent (or the local currency equivalent) is transferred into the customer's bank account before the full value of the loan is transferred.

4.3 Customers

The Group's customers typically borrow small amounts to pay for everyday items and they can repay in manageable, affordable instalments, either in their home to an agent or via their bank account through the Group's money transfer or digital offerings.

Home credit customers

Home credit customers have low, fluctuating incomes and a limited or no credit history. This means some would not qualify for credit from a mainstream lender or an online loan provider and, as such, are suited to home credit. The personal service provided by agents as well as the convenience and speed of the offering is attractive to customers.

Typical home credit customer features

• Low, fluctuating income
• Limited or no credit history
• Prefer agent service
• Need to manage finances carefully
• Seek flexibility

How home credit customers use their loans

• Unexpected expenses
• Healthcare
• Household goods
• Education
• Family celebrations
• Investing in their micro businesses

Digital customers

The increasing use of mobile services means a growing number of consumers in the Group's target segment are choosing to borrow online. The Group's target customers earn low to middle incomes and have high smartphone adoption levels. They already have a credit history that may allow them to qualify for an online loan. The Group is able to meet its customers' needs through its digital offering, which has operated for nearly 15 years, and offers a significant strategic opportunity to grow the number of customers it serves with instalment loans and credit line facilities.

How digital customers use their loans

• Holidays
• Home improvements
• Healthcare
• Household goods

4.4 Strategy for Growth update

Multi-channel approach

The Group's strategy is focused on enabling the Group to continue to build a sustainable business which generates long-term growth and enhanced profitability and makes efficient use of capital. The Group operates in a dynamic environment and has evolved its strategy to maximise the opportunity in an increasingly digital world, and one in which regulation and competition have intensified.

The Group's strategy has been defined in response to:

• steady growth in demand from consumers for unsecured credit, particularly via digital loans;
• increased competition from digital lenders and retail banks;
• growing preference for digital options with the rise of smartphone and internet penetration; and
• increased regulatory oversight focused on price and affordability, which is driving lower margins and restricting issue values.

The Group's operations are at different stages of maturity and the strategy segments them into 'Growth' and 'Returns' focused businesses.

Growth focus: IPF Digital and Mexico home credit

IPF Digital and the Mexico home credit offer future growth potential for the Group. IPF Digital is focused on providing a superior customer experience through innovation, building scale, leveraging data and demonstrating its ability to make a return. Mexico home credit is optimising its existing expansion footprint, managing more established branches for returns and developing a micro-business loan channel. In the near term, the Group is focused on improving the portfolio quality in Mexico before returning to growth.

Returns focus: European home credit

The European home credit businesses are the financial foundation of the Group and the strategy centres on providing a great customer experience and generating strong returns. These returns are used to reinvest in modernising the European home credit businesses, growing Mexico home credit and IPF Digital, and delivering progressive returns to shareholders.

To deliver this strategy the Group is investing in technology to modernise the business and developing its people in both the home credit and digital businesses.

4.5. Business Model

The Group specialises in providing small sum, short-term, unsecured loans and credit lines to consumers who are underbanked or underserved by mainstream financial operators or who may have no or a limited credit history. The Group does this through two lending channels – home credit and digital.

The Group offers both home credit and digital loans, and has a differentiated proposition from that of other credit providers. The Group's home credit business is different because the Group's agents connect the Group to its customers by providing a personal service in its customers' homes every week. The Group's digital business model meets the needs of a growing number of customers in the Group's consumer segment who want affordable credit that they can manage on their mobile phone, tablet or PC.

The Group believes that the best way to create value for its shareholders and deliver sustainable returns is to build close, long-term relationships with its customers. The Group also makes a valuable contribution to the communities it serves through spending on goods and services, employment and career development for its people, and through taxes.

Profit is generated from lending responsibly while managing the business efficiently. The home credit businesses generate a high proportion of Group revenue primarily through the agent serviced model, while IPF Digital delivers a smaller but growing contribution, driven by increased demand for online lending.

The Group operates a defensive liquidity model, based on the Group's business of short-term lending and long term debt funding and strong cash generation. This gives the Group flexibility to slow down credit growth in economic downturns to focus on cash generation.

The business model has generated sustainable returns for shareholders. Since the demerger of IPF from the Provident Financial group in 2007:

• the Group has consistently been profitable and has been able to maintain impairment as a percentage of revenue at or below the target range (although the level of both profitability and impairment as a percentage of revenue has varied from year to year); and
• the Group's gearing and interest cover ratios have been consistently within and above respectively the covenanted levels (or, prior to the establishment of the Programme, within and above, respectively, the covenanted levels had those applied at that time).

	Pre-exceptional
	profit before
	tax for
	continuing
	operations
	(£m)
2008	70.3
2009	61.7
2010	92.1
2011	100.5
2012	95.1
2013	118.1
2014	123.5
2015	116.1
2016	96.0
2017	105.6
2018	109.3
2019	114.0

4.6 Social inclusion and responsible lending

At the core of the Group's activities is a commitment to responsible lending and social inclusion through making finance accessible to consumers who are less likely to be served by mainstream lenders. This is seen in the Group's core responsible lending principles:

• Advertising and marketing The Group advertises its products in a clear and appropriate manner.
• Affordability The Group thoroughly assesses a customer's ability to repay a loan. The Group won't offer a loan (or refinance an existing loan) to a customer if the Group considers it will be to a customer's detriment.
• Product suitability The Group aims to provide customers with products that are best suited to their needs. The Group also offers a 'right to withdraw' period in case a customer changes their mind.
• Pricing The Group offers cutomers fair and transparent pricing. Late payment fees, if used, are designed to re-engage a customer rather than as a primary revenue stream.
• Customer Communication the Group communicates with customers in a clear manner and upholds their right to confidentiality. The Group selects and trains its agents so that they can serve customers to a high standard.
• Collections and debt recovery The Group collects loan instalments in a responsible manner and does what it can to avoid adversely affecting a customer's credit history. In the case of external debt recovery it only co-operates with reputable agencies.

The Group has an ESG rating from MSCI ESG Research LLC of 'AA'.

5. Markets and competitive position

5.1 IPF's markets

The Group has businesses in 11 markets, ranging from the Baltics through Central Eastern Europe to Mexico and Australia. The business lines are broadly distinguished by home credit (branded predominantly as Provident) businesses and IPF Digital online lending businesses, branded as Credit24, Hapi and Creditea.

Home Credit

The Group's home credit businesses specialise in the provision of small sum cash instalment loans typically delivered directly to a customer's home, and operate in Poland, the Czech Republic, Hungary, Romania and Mexico.

IPF Digital

To take advantage of the ongoing growth of digital borrowing the Group is increasingly investing in its digital business. Providing online instalment loans and revolving credit line facilities, IPF Digital operates in Lithuania, Finland, Latvia, Estonia, Poland, Spain, Mexico and Australia.

5.2 Competition

The market for consumer credit continues to evolve in all of the Group's markets. Consumers are increasingly choosing online credit and this has driven increased competition from digital lending operators and major retail banks, as well as more regulatory oversight from national banks and consumer protection authorities.

IV.6.3

IV.6.2

Notwithstanding these changes, the Group believes that home credit will co-exist with digital credit offerings, providing access to regulated credit for people who might otherwise be financially excluded. The involvement of an agent at the customer's home allows the Group to gain a more in-depth understanding of their financial circumstances and propensity to repay. This means the Group is able to lend with more confidence to creditworthy customers in circumstances where a remote lending business cannot.

6. Overview of performance for year ended 31 December 2019

6.1 Summary

The Group delivered a good financial performance in 2019, reporting a £4.7 million increase in profit before tax to £114.0 million at a profit margin % of 12.8%. This comprised an uplift in like-for-like profit before tax of £6.9 million, driven by a strong performance by the European home credit business and a maiden profit in IPF Digital, offset partially by lower profit in Mexico. Weaker foreign exchange ("FX") rates impacted the overall result by £2.2 million.

	2018 profit £m	Like-for-like profit movement £m	Stronger/ weaker FX rates £m	2019 profit £m
European home credit	113.8	4.5	(3.2)	115.1
Mexico home credit	15.7	(6.2)	1.0	10.5
IPF Digital	(5.6)	8.8	–	3.2
Central costs	(14.6)	(0.2)	–	(14.8)
Profit before taxation	109.3	6.9	(2.2)	114.0

Customer numbers reduced year-on-year by 8% with the growth delivered by IPF Digital more than offset by customer reductions in European and Mexico home credit businesses. Credit issued was in line with 2018 levels, reflecting growth in IPF Digital and European home credit, offset by a contraction in Mexico home credit. Average net receivables increased by 8%, and revenue grew by the slower rate of 3%, driven by the Group's focus on lower yielding, higher quality customers in European home credit. At Group level, credit quality remains good and annualised impairment as a percentage of revenue at 27.4% is within the Group's target range of 25% to 30%. The costincome ratio improved year on year by 1.4 ppts to 43.5%, reflecting improved operating leverage in IPF Digital and an improvement in Mexico home credit, partially offset by European home credit where the impact of lower revenue yields offset a reduction in the cost base.

6.2 Segmental results

European home credit

In 2019 the Group's European home credit businesses reported a £1.3 million increase in profit before tax to £115.1m. This performance reflected an improvement in like-for-like profit of £4.5m driven by improved collections, offset partially by a £3.2m adverse impact from weaker FX rates.

A key objective for 2019 was to reduce the rate of customer contraction in the European home credit business. The Group implemented campaigns to increase new customer acquisition and improve retention, with the rate of decline in customer numbers improving by 4 percentage points year-on-year to 8%. The Group also delivered 1% growth in credit issued reflecting the focus on extending loan values and terms while managing credit quality, and this contributed to an increase in average net receivables of 3%. Revenue, however, reduced by 6% as a result of price promotions to support both customer acquisition and retention together with the impact of longer product terms with lower revenue yields. The Group believes that this price-to-volume trade-off is sensible for its customers and its business.

The strength of the credit quality of the loan portfolio in European home credit is a result of good agent collections alongside stable post-field collections. As a result, impairment as a percentage of revenue improved by 5.5ppts to 12.4%.

As part of continuing the modernisation of its business model and improving the customer experience, in 2019 the Group enhanced its agent mobile technology with the completion of the roll out a collections app to all agents in Europe. This roll-out is being followed by new sales functionality which will deliver further administrative efficiencies and cost savings in future. The Group also invested in new products and channel offerings to meet the changing demands of customers and the Provident-branded digital product in Poland continues to grow, with the Group now serving 32,000 customers alongside its home credit offering. The Group continues to control costs tightly, delivering a £5.7 million (at CER) reduction in costs during 2019. The cost-income ratio increased by 1.8ppts to 42.7% as a result of the lower revenue yields.

During 2020, the Group will focus on enhancing its customer journey. The Group will also enrich its agent mobile technology by completing the roll out of a new sales and administration application during 2020 and is planning to grow its Provident-branded digital loan offering in Poland. The Group unified the leadership of its European home credit businesses in 2019 and this is helping to improve collaboration and drive efficiencies and the sharing of best practice.

Profit before taxation	113.8	115.1	1.3	1.1
Other costs	(202.0)	(192.9)	9.1	4.5	2.9
Agents' commission	(53.7)	(51.1)	2.6	4.8	2.7
Finance costs	(35.3)	(37.1)	(1.8)	(5.1)	(6.9)
Net revenue	404.8	396.2	(8.6)	(2.1)	(0.1)
Impairment	(88.5)	(56.0)	32.5	36.7	35.0
Revenue	493.3	452.2	(41.1)	(8.3)	(6.3)
Average net receivables	558.9	562.0	3.1	0.6	2.7
Credit issued	757.8	751.3	(6.5)	(0.9)	1.4
Customer numbers (000s)	1,092	1,009	(83)	(7.6)
	2018 £m	2019 £m	Change £m	Change %	at CER %
					Change

Mexico home credit

The Group is seeing signs of recovering in the Mexico home credit business following, as previously reported, a challenging first half during which time a softer macroeconomic backdrop and a deterioration in credit quality and collections adversely impacting performance. As a result, the Mexico home credit business delivered £10.5 million profit before tax, which comprises a £6.2 million reduction in like-for-like profit and a £1.0 million positive impact from FX movements.

To accelerate the changes needed, the Group appointed a highly-experienced country manager and, operationally, introduced more cautious credit settings to improve the quality of the receivables portfolio and reduce impairment. The Group also implemented a series of actions to improve agent collections performance, including revised territory management, rebalanced incentivisation and tighter operational controls.

During the second half of the year, the Group continued to execute its operational improvement plans and further strengthened the Mexico management team with the appointment of a number of senior leaders. The Group has also developed a refined growth strategy that segments the business between units generating acceptable returns and those where it is continuing to invest or focusing on a step change in operating performance. There is still more to do before the Group decides to rebuild growth momentum, but impairment has stabilized as a percentage of revenue at 41.3%, which is broadly in line with the half-year. There have been some encouraging signs in other key performance indicators with recently issued loans performing better and improving collections performance. The Group also expects to see the result of its actions feeding through into improved levels of impairment during 2020.

The focus on quality across the business resulted in a 13% reduction in customer numbers year on year to 795,000 and credit issued contracted by 12%. Notwithstanding this, average net receivables increased slightly due to credit issued growth in 2018 and this drove 5% growth in revenue year on year.

The Group managed costs of its Mexico home credit business tightly in 2019 in response to the challenging collections performance and restricted the increase in the overall market cost base to 2.2%, despite incremental investment in geographic expansion and other business development activities. The cost-income ratio improved by 1.1ppt to 37.6% due to the benefit of operational leverage.

Looking ahead, the Group's priority is to deliver a more consistent performance and embed operational rigour and collections strategies to improve credit quality within the Mexico home credit business. The Group expects to see a continuation of positive early credit quality indicator trends and to deliver sufficient improvement in portfolio quality in the first half of 2020 in order to switch the focus onto growth within the Mexico home credit business.

Profit before taxation	15.7	10.5	(5.2)	(33.1)
Other costs	(87.4)	(93.1)	(5.7)	(6.5)	(2.2)
Agents' commission	(28.8)	(29.9)	(1.1)	(3.8)	0.7
Finance costs	(11.3)	(11.8)	(0.5)	(4.4)	-
Net revenue	143.2	145.3	2.1	1.5	(2.9)
Impairment	(82.9)	(102.3)	(19.4)	(23.4)	(18.4)
Revenue	226.1	247.6	21.5	9.5	4.9
Average net receivables	154.9	164.4	9.5	6.1	1.6
Credit issued	291.0	268.2	(22.8)	(7.8)	(11.7)
Customer numbers (000s)	917	795	(122)	(13.3)
	£m	£m	£m	%	%
	2018	2019	Change	Change	Change at CER

IPF Digital

IPF Digital delivered a maiden profit of £3.2 million in 2019, which represents a year-on-year increase in profit of £8.8 million.

Other costs Loss before taxation	(85.1) (5.6)	(86.5) 3.2	(1.4) 8.8	(1.6) 157.1	(2.7)
Finance costs	(11.9)	(14.4)	(2.5)	(21.0)	(22.0)
Net revenue	91.4	104.1	12.7	13.9	15.2
Impairment	(55.6)	(85.2)	(29.6)	(53.2)	(54.9)
Revenue	147.0	189.3	42.3	28.8	30.2
Average net receivables	209.6	260.2	50.6	24.1	25.6
Credit issued	311.8	333.5	21.7	7.0	8.1
Customer numbers (000s)	292	305	13	4.5
	£m	£m	£m	%	%
	2018	2019	Change	Change	Change at CER

Against strong year-on-year comparators, IPF Digital's digital offering and targeted marketing delivered an 8% increase in credit issued, driven primarily by new markets. IPF Digital also grew customer numbers by 4% to 305,000, with more than half of these now being served in new markets. This top-line growth resulted in a 26% increase in average net receivables and growth in revenue of 30%.

Annualised impairment as a percentage of revenue increased by 7.2 ppts year on year to 45.0%. This was driven by a shift in the composition of the portfolio away from the established markets, which operate with lower and more stable loss rates, together with higher than planned impairment in the new markets. The strategy to increase scale and invest in technology alongside robust cost control enabled IPF Digital to better leverage its infrastructure and improve its cost efficiency, delivering a very strong 12.2 ppt year-on-year reduction in the cost-income ratio to 45.7%.

The profitability of IPF Digital is segmented as follows:

	2018 £m	2019 £m	Change £m	Change %
Established markets	25.5	32.7	7.2	28.2
New markets	(17.8)	(15.5)	2.3	12.9
Head office costs	(13.3)	(14.0)	(0.7)	(5.3)
IPF Digital	(5.6)	3.2	8.8	157.1

Established markets

IPF Digital's established markets delivered a strong operational performance in 2019 and increased profit before tax by £7.2 million to £32.7 million driven by the benefits of increased scale, very good credit quality and improving cost efficiency. This was ahead of the Group's original expectations.

As expected, credit issued growth moderated to 3% in these more mature markets, where volumes were adversely impacted by regulatory changes in Finland in the second half of 2019. Average net receivables increased by 6% which, in turn, drove a similar increase in revenue.

Credit quality in the established markets continues to be very good. Impairment as a percentage of revenue improved by 1.1ppts year on year to 19.7% reflecting the strength of the credit strategies and scorecards in these well-regulated markets. Strong cost management and the benefits of increasing scale and efficiency delivered a 5.8 ppt improvement in the cost-income ratio to 32.3%.

During the year, revised regulations were introduced in Finland and Latvia and the Group adapted its product offering to comply with the new pricing and debt to income requirements. Whilst the new rate cap in Latvia is set at a similar level to Estonia and Lithuania where the Group generates good returns, the new cap in Finland is very low for the risk profile of its lending. The Group will continue to monitor the development of the business model in Finland and the returns that it generates and apply discipline to the capital that deployed to it. As previously reported, the Group expects that the contribution of established markets to divisional profitability will reduce in 2020.

	2018 £m	2019 £m	Change £m	Change %	Change at CER %
Customer numbers (000s)	157	150	(7)	(4.5)
Credit issued	161.3	165.5	4.2	2.6	3.4
Average net receivables	130.9	137.7	6.8	5.2	6.2
Revenue	79.5	83.1	3.6	4.5	5.5
Impairment	(16.5)	(16.4)	0.1	0.6	1.2
Net revenue	63.0	66.7	3.7	5.9	7.2
Finance costs	(7.2)	(7.2)	–	–	–
Other costs	(30.3)	(26.8)	3.5	11.6	10.7
Profit before taxation	25.5	32.7	7.2	28.2

New markets

Start-up losses in the new markets reduced by £2.3 million to £15.5 million, driven by portfolio and revenue growth, and improved cost leverage, partially offset by an increase in impairment.

As reported in the Group's half-year results, impairment as a percentage of revenue was higher than planned specifically as a result of higher-than-expected credit losses in Poland and Spain. In response, the Group focused its efforts on improving credit quality in these markets by tightening its lending policies. This resulted in a 13% increase in credit issued year-on-year although credit issued contracted in the second half against strong comparators. Average net receivables increased by 58% which delivered a similar rate of growth in revenue. IPF Digital now serves 155,000 customers in new markets, a 15% increase year-on-year.

Impairment as a percentage of revenue was 64.8% at the year-end, which represents a 6.9 ppt increase year-on-year. It is expected that the impact of tighter credit settings will drive an improvement in impairment during 2020, after which the Group will progressively ease credit settings in order to take further advantage of the significant digital growth opportunities its new markets present.

The economies of rapidly increasing scale in the new markets resulted in a 18.5 ppt improvement in the cost-income ratio to 43.0% year on year and the Group expects this trend to continue as the businesses grow.

IPF Digital represents a significant long-term growth opportunity for the Group and reaching profitability demonstrates the Group's ability to build a successful digital lending business in the fintech sector. The Group's short-term focus will be on improving the credit performance in new markets before accelerating growth and managing the impact of the new legislation in Finland and Latvia. The Group expects profit growth in 2020 to be relatively modest with a lower contribution from the established markets and an improved result in the new markets. Providing a great customer experience through innovative products, including the Group's mobile wallet offering, will ensure that the Group can build on the solid foundations of this business.

	2018 £m	2019 £m	Change £m	Change %	Change at CER %
Customer numbers (000s)	135	155	20	14.8
Credit issued	150.5	168.0	17.5	11.6	13.2
Average net receivables	78.7	122.5	43.8	55.7	58.3
Revenue	67.5	106.2	38.7	57.3	59.5
Impairment	(39.1)	(68.8)	(29.7)	(76.0)	(79.2)
Net revenue	28.4	37.4	9.0	31.7	32.6
Finance costs	(4.7)	(7.2)	(2.5)	(53.2)	(56.5)
Other costs	(41.5)	(45.7)	(4.2)	(10.1)	(11.2)
Loss before taxation	(17.8)	(15.5)	2.3	12.9

6.3 Taxation

The taxation charge on profit for 2019 has been based on an effective tax rate of 37%. The taxation charge for the year on statutory pre-tax profit was £42.2 million (2018: £33.9 million). The change in effective tax rate was impacted primarily by new tax legislation in Poland which came into force on 1 January 2019 and resulted in certain cross-border transactions entered into by the Group's Polish subsidiary becoming economically inefficient. The Group expects the effective tax rate to be around 40% in 2020.

As announced on 24 October 2019, the Polish tax audits of 2010 – 2012 were closed and adjustments to the remaining years up to and including 2017 were agreed with the Polish tax authority. This resulted in an overall payment of £3.8 million for 2010 to 2017. At the time of the announcement the years 2008 and 2009 remained open. Following expert advice regarding the strength of the case both from a procedural and substantive position, the Group withdrew its application for mutual agreement procedure between the Polish and UK tax authorities in December 2019 and the cases were decided by the Polish courts in favour of the Group, but such decision is subject to any appeal launched by the Polish tax authority. Further details on this matter are set out in the Risk Factors section of the Prospectus.

7. Financial Review

IPF financial strategy

The Group aims to deliver long-term profitable growth and deploy capital efficiently, in order to develop and run high-return businesses which provide returns to shareholders while maintaining a strong financial profile.

The Group's businesses are at different stages of development. The European home credit business is cash and capital generative and provides attractive returns. The Group's IPF Digital and Mexico home credit businesses are growth focused and the Group continues to invest in them to further build returns over the medium term. The strong capital generation of the European home credit business provides significant capital for the Group's IPF Digital and Mexico home credit businesses, in addition to any capital generated by those growth businesses themselves.

The Group operates with a target equity to receivables capital ratio of around 40%.To maintain the credit quality of lending, an impairment to revenue range of 25-30% is targeted and the Group has always operated within or just below this range at a Group level. The Group has a diversified debt portfolio of bond and bank facilities.

Returns

The Group aims to deliver long-term profitable growth, returns for shareholders, and the efficient deployment of capital generated to support growth and pay dividends. The Group believes that the return on assets ("ROA") metric is a good measure of financial performance of its businesses, showing the ongoing return on the total equity and debt capital invested in the receivables book for those businesses, and for the Group. In addition, the Group believes that a return on equity ("ROE") metric is a good measure of overall returns for shareholders. The table set out below shows the ROA for the Group's European home credit, Mexico home credit and IPF Digital businesses, and for the Group as a whole. ROA is measured as profit before interest, after tax, divided by the average receivables during the period.

Return dynamics, capital generation and earnings per share metrics, were impacted in 2019 by the 6ppt increase in the effective tax rate for the Group from 31% to 37% as set out in the Taxation section above. The Group expects the effective tax rate to be approximately 40% in 2020. ROA in the Group's European home credit businesses was reduced to 17.1% in 2019, primarily as a result of the increased tax charge. Returns reduced in Mexico home credit by 3.5ppts to 8.5% reflecting lower profits combined with an increase in average net receivables. IPF Digital delivered an increase in ROA to 4.3% reflecting the improving return dynamics of the business as it delivered its maiden profit. At Group level, ROA decreased by 1.2ppts predominantly driven by the increased tax rate.

Return on assets (ROA)

	2018	2019
European home credit	18.4%	17.1%
Mexico home credit	12.0%	8.5%
IPF Digital	2.1%	4.3%
Group	12.5%	11.3%

Return on equity

ROE for the Group is measured as profit after tax divided by average equity.

ROE declined by 1.8ppts in 2019 to 16.5%, which was principally driven by the increase in the effective tax rate.

Capital generation, earnings per share, and dividends

Strong capital generation is a key feature of the Group's business, providing capital for the continuing growth of the business and dividends to shareholders while maintaining our strong financial profile.

The following table shows capital generated by the Group's home credit businesses in Europe and Mexico, and the net capital investment in IPF Digital, along with dividends declared. The Group funds its receivables book with approximately 40% equity and 60% debt. Capital generated is calculated as profit after tax, after assuming that 60% of the growth in receivables is funded with debt and 40% with equity.

Capital generated before investing in receivables growth was 71.8 million compared to £75.4 million in 2018 as a result of increased profit, more than offset by the 6ppt rise in effective tax rate. £13.3 million of this capital was used to invest in receivables growth (based on 40% equity funding for receivables growth) and, therefore, net capital generation was £58.5 million before the declaration of dividends totalling £27.7 million. The Group's European home credit businesses generated £56.4 million of capital which reflects their good financial performance together with an increase in their investment in receivables. Mexico home credit generated £16.1 million of capital as a result of profits in the year coupled with a reduction in the receivables portfolio in 2019. IPF Digital consumed £4.7 million of capital driven by the investment in receivables more than offsetting the improved profitability in the year. The other balance of capital consumption relates to central costs, which reduced as a result of the increased tax rate in the year. Total net capital generation was £28.7 million compared to £20.2 million 2018.

Capital generation from continuing operations

	2018 £m	2019 £m
Profit before tax	109.3	114.0
Pre-exceptional tax	(33.9)	(42.2)
Profit after pre-exceptional tax	75.4	71.8
Receivables growth funded by equity (40%)	(27.5)	(13.3)
Capital generated	47.9	58.5
European Home Credit	88.3	56.4
Mexico Home Credit	1.2	16.1
IPF Digital	(31.5)	(4.7)
Other	(10.1)	(9.3)
Dividends declared	(27.7)	(27.7)
Capital consumed	20.2	28.7

Earnings per share

Earnings per share was 32.2 pence in 2019 compared with 33.8 pence in 2018, reflecting the increase in profitability, offset partially by the higher effective tax rate.

Dividends

Subject to shareholder approval, a final dividend of 7.8 pence per share will be payable, which will bring the full year dividend to 12.4 pence per share (2018: 12.4 pence per share). The final dividend will be paid on 11 May 2020 to shareholders on the register at the close of business on 14 April 2020. The shares will be marked ex-dividend on 9 April 2020.

Financial profile

The Group's target equity to receivables capital ratio of 40% balances having sufficient capital to provide a level of resilience to external shocks including macroeconomic and regulatory factors with providing returns on equity to shareholders. At times, the Group may choose to hold equity higher than the target level to support future growth and to ensure a continuing strong financial profile. At December 2019, the equity to receivables ratio was 44.8% (2018: 43.6%) compared with the Group's target level of 40%, meaning equity capital was £47 million above the target level. While the capital ratio is higher than the target level, the Group is comfortable with this, to ensure sufficient capital for growth while maintaining the resilience of the balance sheet.

Gearing was 1.5x at December 2019, in-line with 2018, well within the covenant level of 3.75x maximum in the Group's debt facilities.

Group impairment as a percentage of revenue at 27.4% in 2019 was within the Group's target range. The average period of receivables outstanding at December 2019 was 12.2 months (2018: 11.5 months) with 74.8% of year-end receivables due within one year (2018: 77.0%). The average period of receivables outstanding has increased as a result of issuing longerterm loans in the Group's European home credit and IPF Digital businesses. Closing receivables in 2019 were £973.6 million, which is £31.8 million (3%) higher than 2018 at CER, reflecting the growth in the business.

8. Treasury risk management and funding

There are Board-approved policies to address the key treasury risks that the business faces – funding and liquidity risk, financial market risk (currency and interest rate risk), and counterparty risk. The policies are designed to provide robust risk management, even in more volatile financial markets and economic conditions within the Group's planning horizon.

IV8.2 VI.3

The Group's funding policy requires it to maintain a resilient funding position for the existing business and for future growth in each market. The Group aims to maintain a prudent level of headroom on undrawn bank facilities. The Group's currency policy addresses economic currency exposures and requires it to fund its currency receivables with currency borrowings (directly or indirectly) to achieve a high level of balance sheet hedging. The Group chooses not to hedge the translational risk of foreign currency movements on accounting profits and losses. The Group's interest rate policy requires it to hedge interest rate risk in each currency to a relatively high level. The Group's counterparty policy requires exposures to financial counterparties to have at least a BBB rating except as approved, or delegated for approval, by the Board. In addition to these policies, the Group's operational procedures and controls ensure that funds are available in the right currency at the right time to serve its customers throughout the Group.

Debt funding is provided through a diversified debt portfolio at competitive cost with appropriate terms and conditions. The Group has a range of bonds across a number of currencies, wholesale and retail, with varying maturities, together with facilities from a core group of banks with a good strategic and geographic fit with its business. The Group's debt is senior unsecured debt, with all lenders substantially in the same structural position. The Group maintains its Euro Medium Term Note programme as the main platform for bond issuance across a range of currencies. In addition, a Polish Medium Term Note programme has been used for bond issuance in the Polish market. This achieves further diversification and reinforces the Group's corporate position in that market. The Group's debt funding strategy has been successful over a number of years, and it has a consistent record of accessing debt markets throughout the economic cycle.

In 2019 the Group added and refinanced £106 million of debt funding. In June, the Group refinanced a proportion of the £101.5 million retail-eligible bond maturing 2020, with £57.4 million of the existing bonds being exchanged, and £20.7 million of new bonds issued for cash, to create a new £78.1 million 7.75% bond maturing 2023. The remaining £44.1 million bonds not exchanged will stay in place until May 2020. In addition, the Group added £28 million of new bank funding in 2019.

The Group's debt funding position is summarised in the table below. At December 2019, the Group had total debt facilities of £862 million (£542 million bonds and £320 million bank facilities) and borrowings of £679 million, with headroom on undrawn facilities of £182 million. The Group continued to extend debt facilities during 2019, and now has £322 million of facilities extending beyond the Eurobond maturity in 2021. In the final quarter of 2019, the Group repaid £14 million of bonds that matured, and bought back £5 million of 2021 Eurobonds at an average price of 97.3% of par. The Group has two bonds totaling £84 million maturing in May/June 2020, and the £344 million Eurobond matures in April 2021. The Group has an equity to receivables capital ratio at December 2019 of 44.8% compared with 43.6% at December 2018, and compared with the Group's target level of 40%.

The credit rating position improved in April 2019 following the affirmation of a BB rating by Fitch and the revision of the outlook from negative to stable, together with a new rating from Moody's of Ba3 stable outlook.

	Maturity	£m
Bonds
Euro	April 2021	343.5
Sterling	May 2020	44.1
Sterling	December 2023	78.1
Swedish	June 2022	36.4
Polish	June 2020	39.8
Total Bonds		541.9
Bank Facilities	2020-2024	319.7
Total Debt facilities		861.6
Total Borrowings		676.4
Headroom*		182.4

*Headroom does not include unamortised arrangement fees

The currency structure of the Group's debt facilities matches the asset and cash flow profile of its business. The Group has local currency bank facilities and bonds, and its main €406 million (£344 million) Eurobond provides direct funding to its markets using the Euro currency, and to markets using other currencies via foreign exchange transactions. Therefore, the Group does not expect fluctuations in the value of sterling to have a major impact on the Group's funding position. It will continue to monitor the development of Brexit negotiations, including the impact on financial markets and macro-economic conditions, and react as appropriate.

The Group's financial profile enables it to operate with significant headroom on the financial covenants in its banking facilities, as set out in the table below.

Covenant Compliance and other key metrics		2018	2019
Gearing*	Max 3.75	1.3x	1.2x
Interest Cover Min 2 times		3.3x	2.9x

* Adjusted for derivative financial instruments and pension liabilities according to covenant definitions and calculated in accordance with IAS 39.

The majority of the Group's net assets are denominated in its operating currencies and, therefore, the sterling value fluctuates with changes in currency exchange rates. In accordance with accounting standards, the Group has restated the opening foreign currency net assets at the year-end exchange rate and this resulted in an £42.2 million foreign exchange movement, which has been debited to the foreign exchange reserve.

9. Non-IFRS financial measures

The Group's Financial Statements are presented in accordance with international accounting standards within the meaning of Regulation 1606/2002 on the Application of International Accounting Standards ("IFRS"), and in addition the Group uses certain ratios and measures included herein that would be considered non-IFRS financial measures ("Alternative Performance Measures" or "APM"). An APM measures historical or future financial performance, financial position or cash flows but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measures. The APMs included herein are not in accordance with or an alternative to measures prepared in accordance with IFRS (for which Group management has responsibility).

On 3 July 2016 European Securities and Markets Authority (ESMA) Guidelines on APMs came into force. The Guidelines on APMs are focused on the provision of financial information on a company's performance, its financial state of affairs and future expectations when that information has not been drawn directly from the financial statements.

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the business. The APMs are consistent with how the business performance is planned and reported within the internal management reporting to the Board. Each of the APMs used by the Group (other than pre-exceptional profit before tax for continuing operations) are set out on pages 156 and 157 of the Annual Report and Financial Statements for the year ending 31 December 2019 including explanations of how they are calculated and how they can be reconciled to a statutory measure where relevant. A summary of preexceptional profit before tax for continuing operations, a key non-IFRS measure discussed in this Prospectus, but not otherwise described in this Prospectus, is below.

APM	Closest equivalent statutory measure	Reconciling items to statutory measure	Definition and Purpose
Pre-exceptional profit before tax for continuing operations	Profit before tax	Exceptional items and discontinued operations	Profit before tax excluding exceptional items and discontinued operations. This is considered to be an important measure as exceptional items and discontinued operations distort the operating performance of the business.

APM	Closest equivalent statutory measure	Reconciling items to statutory measure	Definition and Purpose
Profit margin %	None	Not applicable	Profit margin is reported profit before tax divided by revenue and is an indicator of the net returns generated from revenue

The Group reports percentage change figures for all performance measures, other than profit or loss before taxation and earnings per share, after restating prior year figures at a constant exchange rate. The constant exchange rate, which is an APM, retranslates the previous year measures at the average actual periodic exchange rates used in the current financial year. These measures are presented as a means of eliminating the effects of exchange rate fluctuations on the year-on-year reported results. The Group makes certain adjustments to the statutory measures in order to derive APMs where relevant. The Group's policy is to exclude items that are considered to be significant in both nature and/or quantum and where treatment as an adjusted item provides stakeholders with additional useful information to assess the year-on-year trading performance of the Group.

10. Directors

The following table sets out a list of directors of IPF and the principal activities performed by them outside IPF where these are significant to IPF as at the date of this Prospectus.

IV.10.1

Name	Position	Other principal activities
Dan O'Connor	Chairman	Non-executive Director of: Activate Capital Ltd Glanbia plc
Gerard Ryan	Chief Executive Officer	None
Justin Lockwood	Chief Financial Officer	None
Richard Moat	Senior Independent non-executive director	Non-executive Director of: Eir Limited Chief Executive Officer of: Technicolor plc
John Mangelaars	Independent non-executive Director	Chief Executive Officer of: Travix International
Cathryn Riley	Independent non-executive Director	Non-executive Director of: The Equitable Life Assurance Society Chubb European Group SE Chubb European Group plc Chubb Underwriting Agencies Ltd AA plc AA Insurance Holdings Limited
Deborah Davis	Independent non-executive Director	Non-executive Director of: The Institute of Directors Which? Limited IDEX Biometrics
		Trustee of: Southern African Conservation Trust
Bronwyn Syiek	Independent non-executive Director	Non-executive Director of: The Associated Board of the Royal Schools of Music Trustee of: The SETI Institute

The business address of each of the directors is c/o Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD.

IV.10.1

IV.10.2

Dan O'Connor has informed the board of Directors of IPF (the "Board") that he intends to retire as Chairman at the close of the Group's Annual General Meeting on 30 April 2020. Stuart Sinclair and Richard Holmes have been appointed to the Board with effect from 16 March 2020 and, subject to Stuart Sinclair's election as a director at the Annual General Meeting, he will succeed Dan O'Connor as Chairman.

The Board may, subject to and in accordance with, the provisions of its articles of association, authorise any matter which would otherwise involve a director breaching his duty under the Companies Act 2006 to avoid conflicts of interest. Where the Board gives authority in relation to a conflict of interest the Board may (a) require the relevant director to be excluded from the receipt of information, the participation in discussion and/or the making of decisions related to the conflict of interest; (b) impose upon the relevant director such other terms for the purpose of dealing with the conflict of interest as it may determine; and (c) provide that the relevant director will not be obliged to disclose information that is confidential to a third party and obtained otherwise than through his position as a director of IPF, or to use or apply the information in relation to IPF's affairs, where to do so would amount to a breach of that confidence. The Board may revoke or vary such authority at any time.

The above paragraph details how future potential conflicts of interests not known as at the date of this Prospectus are to be addressed by IPF and the directors, should any such potential conflicts arise.

As to any potential conflicts of interest as at the date of this Prospectus, save for the fact that any of the directors of IPF may purchase and hold Notes issued under the Programme from time to time (which would make them creditors of IPF in their personal capacity for so long as they hold the Notes), there are no potential conflicts of interest between the duties of the directors listed above to IPF and their private interests and/or other duties. As at the date of this Prospectus, no directors do in fact hold any Notes issued under the Programme except as disclosed below.

As at 31 December 2019, Cathryn Riley holds £28,800 of the Sterling retail bond issued under the Programme.

Director Profiles

Dan O'Connor

Chairman, age 59

Length of service: 5 years and 2 months

Appointments and qualifications: Dan was previously a non-executive director of CRH plc and Chairman of Allied Irish Banks plc from July 2009 to October 2010. In addition, Dan spent 10 years as CEO of GE Consumer Finance Europe and was a Senior Vice President of General Electric. He was also a non-executive director of one of Turkey's largest banks, Garanti Bank. Dan is a fellow of the Institute of Chartered Accountants in Ireland and has a Master's Degree in Accounting. He is a non-executive director of Glanbia plc and Activate Capital Ltd.

Key strengths and contributions: Dan has over 30 years' experience in large international and financial services businesses and provides strong strategic leadership in his role as Chairman.

Gerard Ryan

Chief Executive Officer, age 55

Length of service: 8 years and 1 month

Appointments and qualifications: Gerard was previously CEO for Citigroup's consumer finance businesses in the Western Europe, Middle East and Africa region. He was a director of Citi International plc, Egg plc and Morgan Stanley Smith Barney UK. Earlier in his career, Gerard was CFO of Garanti Bank, Turkey and CEO of GE Money Bank, Prague. He is a Fellow of the Institute of Chartered Accountants in Ireland.

Key strengths and contributions: Gerard has over 25 years' multi-country experience in consumer financial services and provides the Company with strong leadership.

Justin Lockwood

Chief Financial Officer, age 50

Length of service: 3 years

Appointments and qualifications: Justin was the Company's Group Head of Finance for seven years before being appointed to the Board as Chief Financial Officer. He previously held senior finance roles at Associated British Ports and Marshalls plc having spent the first 10 years of his career working for PwC in the United Kingdom and Australia. He is a member of the Institute of Chartered Accountants and graduated from the University of Cardiff with a degree in Business Administration.

Key strengths and contributions: Justin has over 15 years' experience in a variety of senior financial management roles and has a detailed understanding of the Group's businesses and its markets. Justin provides the company with strong financial leadership.

Richard Moat

Senior non-executive director, age 65

Length of service: 7 years and 8 months

Appointments and qualifications: Richard was appointed the CEO of Technicolor plc in November 2019 and is a non-executive director of Eir Limited, having previously served as Chief Executive Officer until April 2018. He was Deputy CEO and CFO of Everything Everywhere Limited, the United Kingdom's largest mobile telecoms company. He was Managing Director of T-Mobile UK Limited and Chief Executive of Orange Romania SA, Orange Denmark A/S and Orange Thailand Limited. He holds a Diploma in Corporate Finance and Accounting from London Business School and has a Master's (Honours) Degree in Law from St Catharine's College, Cambridge. He is a Fellow of the Association of Chartered Certified Accountants.

Key strengths and contributions: Richard has more than 25 years' international telecoms experience in senior management roles and provides financial and operational expertise along with international experience.

John Mangelaars

Independent non-executive director, age 55

Length of service: 4 years and 7 months

Appointments and qualifications: John worked for Microsoft for over 20 years specialising, in more recent years, in the sales and marketing of online products, MSN Messenger, Hotmail and Bing. He graduated from the Higher School of Economics in The Hague, Netherlands, with a Bachelor in Information and Communication Technology (B ICT) and is currently the CEO of online travel agency Travix International.

Key strengths and contributions: John has considerable experience in sales and e-commerce, which will support the expansion of the Group's digital lending business and the Group's objective to increase its technology capabilities.

Cathryn Riley

Independent non-executive director, age 57

Length of service: 6 years

Appointments and qualifications: Previously, Cathryn was Group Chief Operations Officer at Aviva plc. Other roles with Aviva included Group CIO, UK Commercial Director, COO and Customer Experience Director of UK Life and chair of Aviva Healthcare UK Ltd, Aviva Global Services and Hill House Hammond. Her previous roles included general manager of Transformation at BUPA and a principal consultant in the financial services division at Coopers & Lybrand. She has an MA in Manpower Studies, completed CeDEP's General Management Programme, was a graduate of the Institute of Personnel/HR Management and is a non-executive director of AA plc and AA Insurance Holdings Limited. She has previously been a non-executive director of the Equitable Life Assurance Society, Chubb European Group plc and Reassure Group plc.

Key strengths and contributions: Cathryn has over 20 years' experience in insurance and financial services, together with international roles. She is an experienced non-executive director, having sat on the board of The Equitable Life Assurance Society from 2009 to 2019 and also serving as chair of its Remuneration Committee. She brings a wealth of experience in major IT transformation programmes, implementing new distribution channels and customer service.

Deborah Davis

Independent non-executive director, age 56

Length of service: 1 year 4 months

Appointments and qualifications: Deborah is currently a non-executive director of The Institute of Directors and Which? Limited in the UK, IDEX Biometrics in Norway, and is a Trustee of Southern African Conservation Trust in South Africa. Deborah was previously Vice President of Global Partnerships, and Vice President of Global Risk Operations at PayPal based in London and Vice President of European Operations for eBay Marketplaces based in Germany. She is a member of The Digital Banking Club Advisory Panel and non-executive director of Intelligent Environments Ltd.

Key strengths and contributions: Deborah has wide ranging non-executive director experience in fintech, consumer and technology businesses undergoing digital transformation, growth and geographic expansion.

Bronwyn Syiek

Independent non-executive director, age 55

Length of service: 1 year 4 months

Appointments and qualifications: Bronwyn is currently a Trustee of The SETI Institute, a USbased non-profit scientific research institute and significant contractor to NASA. Bronwyn was previously the executive president and a board member of QuinStreet Inc., having been its Chief Operating Officer. A NASDAQ-listed company, QuinStreet is a leader in online performance marketing products and technologies, serving a number of sectors including financial services. Bronwyn also served on the management committee of De La Rue, a major European provider of online and offline security products and services, and before that was a consultant with McKinsey & Company, Inc.

Key strengths and contributions: Bronwyn has executive director experience in online consumer marketing and technology, and scientific research organisations, and board experience in education.

11. The Group's Governance Structure

The Group's governance and oversight structure is summarised below:

The IPF Board leads and provides strategic direction to the Group. There is a formal schedule of matters reserved specifically for the Board's decision. These include the approval of the Group's strategy and risk appetite; principal risks; results; budgets; dividends; major transactions; treasury policies; amendment of a prospectus; issuance of bonds and notes; Board appointments and appointments to Board committees; health and safety and environmental policy; corporate governance; annual review of the effectiveness of the Group's systems of internal control; directors' conflicts of interest; and certain credit policies, particularly write-offs and material changes to product structure and pricing.

Other matters are delegated specifically to six principal Board committees. The Chairman of each Committee briefs the whole Board at each Board meeting on the principal items that were discussed, decisions and issues.

The day-to-day running of the business is delegated to the Executive Committee, which comprises the Chief Executive Officer and the Chief Financial Officer.

The Disclosure Committee meets as required to consider whether an announcement to the London Stock Exchange and/or Warsaw Stock Exchange is required. It comprises the Chief Executive Officer, the Chief Financial Officer and the Company Secretary.

IV.11.1

The Audit and Risk Committee comprises four Non-Executive Directors: Richard Moat (Chairman of the Committee), Bronwyn Syiek, Tony Hales and Deborah Davis. Richard Moat is a Fellow of the Association of Chartered Certified Accountants, and has relevant and recent experience for the purposes of the UK Corporate Governance Code as published by the Financial Reporting Council (the "Governance Code"). The external auditor, Deloitte LLP, the Chief Executive Officer, the Chief Financial Officer, and the Head of Internal Audit are invited to attend all meetings. Periodically, senior management from across the Group are invited to present on specific aspects of the business.

The Committee also meets from time to time with the external auditor, without an executive director or member of the Group's senior management being present to discuss the external audit process. The Head of Internal Audit reports functionally to the Chairman of the Committee. For routine administrative matters, the Head of Internal Audit's principal contact is the Chief Financial Officer.

The objective of the Committee is to oversee the Group's financial reporting, internal controls and risk management procedures together with the work performed by the external auditor and internal audit function. The main responsibilities are as follows:

• monitor the Group's systems of internal control, including financial operational and compliance controls and risk management systems, and to perform an annual review of their effectiveness;

• monitor the integrity of the Financial Statements of the Company and the formal announcements relating to the Company's financial performance, reviewing significant financial reporting judgements contained in them;
• provide advice to the Board on whether the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Group's position and performance, business model and strategy;
• make recommendations to the Board, for the Board to put to shareholders in general meeting, in relation to the appointment, re-appointment and removal of the external auditor and to approve its terms of appointment;
• review and monitor the objectivity and independence of the external auditor and the effectiveness of the external audit process, taking into consideration relevant United Kingdom professional and regulatory requirements;
• review and approve the internal audit programme for the year and monitor the effectiveness of the internal audit function in the delivery of their plan; and
• keep under review the Group Schedule of Key Risks and consider the principal risks facing the Group and its mitigation.

The Risk Advisory Group comprises members of the senior management team. It supports the Audit and Risk Committee by reviewing the level of risk exposure facing the Group against the Group's stated risk appetite, to ensure that the Group's risk-taking and response is appropriate. In particular, the Risk Advisory Group considers the risk assessments and risk registers produced in each country in which the Group operates and updates the Group schedule of key risks. The Risk Advisory Group reports to the Audit and Risk Committee.

12. Corporate Governance

The Issuer complied, throughout the year ended 31 December 2019, with all the provisions of the Governance Code as published by the Financial Reporting Council.

IV.11.2

SELECTED FINANCIAL INFORMATION OF INTERNATIONAL PERSONAL FINANCE PLC

The financial summary set out below in relation to the years ended 31 December 2019 and 31 December 2018 has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 December 2019 and 31 December 2018. Such selected financial information should be read together with such consolidated financial statements. The audited consolidated financial statements of the Issuer for the years ended 31 December 2019 and 31 December 2018 are incorporated by reference into this Prospectus.

IV.3.1

Consolidated income statement

	Audited Year ended 31 December 2019	Audited Year ended 31 December 2018
Revenue	£m 889.1	£m 866.4
Impairment	(243.5)	(227.0)
Revenue less impairment	645.6	639.4
Finance costs Other operating costs Administrative expenses	(63.5) (137.3) (330.8)	(58.5) (140.8) (330.8)
Total costs	(531.6)	(530.1)
Profit before taxation – continuing operations	114.0	109.3
Tax (expense)/income – United Kingdom Tax (expense)/income – Overseas	2.2 (44.4)	(0.8) (33.1)
Total pre-exceptional tax expense	(42.2)	(33.9)
Profit after pre-exceptional taxation – continuing operations	71.8	75.4
Exceptional tax expense	–	–
Profit after taxation – continuing operations	71.8	75.4
Loss after taxation – discontinued operations	–	–
Profit after taxation attributable to owners of the parent	71.8	75.4

Consolidated balance sheet

	Audited Audited
	31 December	31 December
	2019 £m	2018 £m
Assets
Non-current assets
Goodwill	23.1	24.5
Intangible assets	43.2	38.0
Property, plant and equipment	20.0	19.9
Right-of-use asset	18.8	–
Deferred tax assets	151.7	138.5
Non-current tax asset	34.2	36.1
Retirement benefit asset	3.4	4.1
Amounts receivable from customers	245.3	228.6
	539.7	489.7
Current assets
Amounts receivable from customers	728.3	764.2
Derivative financial instruments	0.3	1.6
Cash and cash equivalents	37.4	46.6
Other receivables	16.9	18.9
Current tax assets	0.1	1.5
	783.0	832.8
Total assets	1,322.7	1,322.5
Liabilities
Current liabilities
Borrowings	(112.7)	(28.8)
Derivative financial instruments	(16.2)	(7.3)
Trade and other payables	(123.9)	(147.7)
Obligations under finances leases	(8.7)	–
Current tax liabilities	(30.3)	(25.8)
	(291.8)	(209.6)
Non-current liabilities
Deferred tax liabilities	(20.0)	(10.4)
Borrowings	(563.7)	(669.5)
Obligations under finances leases	(10.8)	–
	(594.5)	(679.9)
		(889.5)
Total liabilities	(886.3)	433.0
Net assets	436.4
Equity attributable to owners of the parent
Called-up share capital	23.4	23.4
Other reserve	(22.5)	(22.5)
Foreign exchange reserve	9.1	51.3
Hedging reserve	(0.1)	(0.6)
Own Shares	(46.1)	(45.1)
Capital redemption reserve	2.3	2.3
Retained earnings	470.3	424.2
Total equity	436.4	433.0

	2019 £m	2018 £m
Cash flows from operating activities Continuing operations
Cash generated from operating activities Finance costs paid Income tax paid	169.2 (64.0) (41.0)	141.6 (59.6) (21.8)
Net cash generated from/(used in) operating activities	64.2	60.2
Cash flows from investing activities Continuing operations
Purchases of intangible assets Purchases of property, plant and equipment Proceeds from sale of property, plant and equipment	(21.2) (10.2) 0.2	(19.3) (6.7) 0.3
Net cash used in investing activities	(31.2)	(25.7)
Net cash generated from/(used in) operating and investing activities	33.0	34.5
Cash flows from financing activities Continuing operations
Proceeds from borrowings Repayment of borrowings Principal elements of lease payments Shares acquired by employee trust Dividends paid to Company shareholders	119.9 (120.3) (9.9) (2.1) (27.7)	101.9 (89.7) – – (27.7)
Net cash (used in)/generated from financing activities	(40.1)	(15.5)
Net increase/(decrease) in cash and cash equivalents	(7.1)	19.0
Cash and cash equivalents at beginning of year Exchange gains on cash and cash equivalents	46.6 (2.1)	27.4 0.2
Cash and cash equivalents at end of year	37.4	46.6

Cash flow statement for the year ended 31 December

BUSINESS DESCRIPTION OF THE GUARANTORS

1. IPF Holdings Limited

IPF Holdings Limited is a private limited company incorporated and registered in England and Wales on 29 October 1980 as a company limited by shares with registered number 01525242. Its registered office is at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD and the telephone number of its registered office is +44 (0) 113 285 6700.

IPF Holdings Limited is a wholly owned subsidiary of the Issuer and its principal business activity is to act as the intermediate holding company of International Personal Finance Investments Limited and IPF Financial Services Limited.

The principal objects of IPF Holdings Limited are set out in clause 3 of its memorandum of association.

2. International Personal Finance Investments Limited

International Personal Finance Investments Limited is a private limited company incorporated and registered in England and Wales on 28 August 1969 as a company limited by shares with registered number 00961088. Its registered office is at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD and the telephone number of its registered office is +44 (0) 113 285 6700.

International Personal Finance Investments Limited is a wholly owned subsidiary of IPF Holdings Limited and its principal business activity is to act as the intermediate holding company of the Group's operating subsidiaries.

The principal objects of International Personal Finance Investments Limited are set out in clause 3 of its memorandum of association.

3. IPF International Limited

IPF International Limited is a private limited company incorporated and registered in England and Wales on 14 March 1963 as a company limited by shares with registered number 00753518. Its registered office is at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD and the telephone number of its registered office is +44 (0) 113 285 6700.

VI.3 IV.5.1.1 IV.5.1.2 IV.5.1.3 IV.5.1.4

VI.3 IV.5.1.1 IV.5.1.2 IV.5.1.3 IV.5.1.4

VI.3 IV.5.1.1 IV.5.1.2 IV.5.1.3 IV.5.1.4

IPF International Limited is an indirectly wholly owned subsidiary of International Personal Finance Investments Limited and principal business activities are to provide services and business know-how to fellow subsidiary undertakings.

The principal objects of IPF International Limited are set out in clause 3 of its memorandum of association.

4. IPF Digital Group Limited

IPF Digital Group Limited is a private limited company incorporated and registered in England and Wales on 18 December 2006 as a company limited by shares with registered number 06032184. Its registered office is at Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD and the telephone number of its registered office is +44 (0) 113 285 6700.

IPF Digital Group Limited is a wholly owned subsidiary of the Issuer and its principal business activity is to act as the intermediate holding company of IPF Digital AS.

The principal objects of IPF Digital Group Limited are set out in clause 3 of its memorandum of association.

5. Directors of the Guarantors

The following table sets out a list of directors of each of the Guarantors and the principal activities performed by them outside of their duties as directors for the Guarantors, where these are significant to any of the Guarantors as at the date of this Prospectus.

Name	Position	Other principal activities
Gerard Ryan	Director	None
Justin Lockwood	Director	None
Christof Nelischer	Director	None
Rami Ryhanen (IPF Digital)	Director	None
James Ormrod	Director	None

The business address of each of the directors listed above is c/o Number Three, Leeds City Office Park, Meadow Lane, Leeds LS11 5BD.

IV.10.2

As at the date of this Prospectus, save for the fact that any of the directors of any of the Guarantors may purchase and hold Notes issued under the Programme from time to time (which would make them creditors of the Guarantors in their personal capacity for so long as they held the Notes), there are no potential conflicts of interest between the duties of the directors of each of the Guarantors listed above to any of the Guarantors and their private interests and/or other duties. As at the date of this Prospectus, no directors of the Guarantors do in fact hold any Notes issued under the Programme.

REGULATORY INFORMATION

1. Europe

1.1 European Union ("EU") Consumer Credit Legislation

The provision of credit to consumers in the EU, including consumer loans, is at present governed by national legislation which implements the provisions of the consumer credit directive, Directive 2008/48/EC (the "CCD").

The CCD focuses on transparency and consumer rights in relation to consumer credit agreements. It requires a comprehensive set of information to be given to consumers in good time before the consumer credit agreement is concluded and also requires such information to be included as part of the consumer credit agreement itself.

Contrary to the position under the previous consumer credit directive, the CCD takes the approach of 'targeted full harmonisation'. This means that, whilst member states have discretion in certain areas, they are not permitted to adopt or retain more stringent provisions in their national law, the intention being that this leads to a largely consistent legislative position across the EU, thereby encouraging cross-border trade.

The CCD seeks to provide a standard mechanism for calculating the Annual Percentage Rate of Charge (the "APR") that must be included as part of the information to be provided to consumers entering into credit agreements. This means that the definition and formula for the calculation of the APR is harmonised at EU level. The CCD requires that:

• (i) only the amounts that consumers are required to pay in connection with the credit agreement, and which are known to the consumer credit provider, should be included in the total cost of credit to the consumer (and hence the APR); and
• (ii) costs in respect of ancillary services relating to the credit agreement are only included in the total cost of credit to the consumer (and hence the APR) if the conclusion of a service contract is compulsory in order to obtain the credit, or to obtain it on the terms and conditions marketed.

Agreements for the provision of short term, low value credit with short repayment periods often attract attention as a result of their high APRs, although such attention is typically as a result of misconception as to the meaning of APR and its significance. Further, the total charges for the Group's loans are higher than for loans provided by mainstream banks, reflecting the higher lending risk, the absence generally of default fees for missed payments on home collected loans (within term) and the high level of personal service provided by the agent. Both of these factors can attract criticism and increase calls for statutory caps on charges and limitations on the amounts that the Group may lend to any individual customer.

The CCD also includes harmonised provisions relating to reductions in the total cost of credit to consumers who choose to utilise their right to early settlement of their credit obligations. Whilst similar provisions were included in the previous consumer credit directive, they were non-standardised and related only to full early settlement. The CCD extends this by providing an entitlement for consumers to a reduction on the total cost of credit on partial, as well as full, early settlement of their credit obligations.

Under the CCD, EU member states are under an obligation to ensure that, before the conclusion of a credit agreement with a consumer, the consumer credit provider assesses the consumer's creditworthiness on the basis of sufficient information obtained from the consumer, where appropriate, or on the basis of a consultation of the relevant national database. Furthermore, EU member states are under an obligation to ensure that, where parties to a consumer credit agreement agree to change the total amount of credit after the conclusion of the credit agreement, the consumer credit provider updates the financial information at its disposal concerning the consumer and re-assesses the consumer's creditworthiness before any significant increase in the total amount of credit made available.

The European Commission published guidelines in May 2012 relating to the application of the CCD. Although the guidelines are non-binding, uncertainty still remains in relation to how national regulators and courts will interpret and apply them over time and, accordingly, there is a risk that the Group's business could be adversely affected. In particular, there is a risk that the Group may be compelled to make further changes to its product structure in some markets in order to comply with the provisions dealing with calculation of APR. Additionally, the European Commission has recently launched a review of the CCD, the outcome of which is currently expected to be published in Q2 2020. This roadmap is expected to lay out the planned timing of the introduction of any changes.

1.2 National Consumer Credit Legislation in Europe including price caps

Overview

The detail of local regulatory restrictions can have a significant impact on the Group's business in each relevant jurisdiction. These restrictions can and do change quickly; this is something which the Group monitors closely. Key restrictions for the Group's business include (a) price caps; and (b) debt to income restrictions.

Regulatory developments relating to lending restrictions and a range of related issues have continued in a number of the Group's European markets and resulted in several changes to the regulatory environment in which the Group operates. This is a reaction, in part, to the perceived excesses of the financial services industry that were identified in the global financial crisis and follows increased regulation of the banking sector. As a result, financial services companies, including consumer lenders, face increased legislation and challenges from consumer protection authorities.

Price caps in specific jurisdictions

The Group operates within price cap environments in all its European markets with the exception of the Czech Republic, Romania and Spain, and the Group expects pricing regulations to be implemented in the future in these currently-uncapped markets.

In December 2016, the Polish Ministry of Justice published a draft bill which, amongst other things, proposed a significant reduction to the cap on non-interest costs which had itself been introduced in March 2016. The proposals were revised by the Ministry of Justice in early 2019, subsequently adopted as Government proposals in mid-2019, and then further revised by the Government. The level of the current cap is (i) a flat level of 25% of the loan value, and (ii) an additional variable cap of 30% per annum. The aggregate total of these caps may not exceed 100% of the loan value. The most recent version of the bill proposed that the flat level cap be reduced to 10% and the per annum variable cap be reduced to 10%, the aggregate total of the caps not being able to exceed 75% of the loan value. However, the proposals failed to proceed through the legislative process prior to the expiration of the parliamentary session in mid-November 2019 and subsequent national elections in Poland. The proposals are no longer on the current legislative agenda, but the reintroduction of the proposals, in the most recent or a further revised form, is a possibility. It is therefore the case that a significant tightening of the existing cap on non-interest costs remains a risk for the Group's Polish business.

In Finland, the interest rate cap was reduced to 20%, with effect from September 2019. This new cap in Finland is very low for the risk profile of the Group's lending. The Group will therefore continue to monitor the development of the business model in Finland and the returns that it generates and apply discipline to the capital deployed to it. In Latvia, a new total cost of credit cap of a daily 0.07% came into force in July 2019, along with compulsory customer data verification. This new cap is set at a similar level to Estonia and Lithuania where the Group generates good returns. As a result of the above, the Group expects that the contribution of the Group's businesses in Finland and Latvia to IPF Digital divisional profitability will reduce in 2020.

In the Czech Republic, the possibility of a price capping measure was raised in 2018, and then deferred. However, at the beginning of 2019, the subject was brought up again and two separate proposals were submitted to the Parliament. Both proposals are currently frozen and are making no legislative progress, but there is a risk that this these proposals may be placed back on the parliamentary agenda or new proposals introduced.

The Group's home collection service is provided as a separate, optional service in Romania and Hungary. The fee for the optional home collection service has historically (based on consumer credit regulation) fallen outside the scope of interest rate, total cost of credit or APR caps. However, if these charges were required to be included within the scope of the caps, the Group's profitability may be adversely affected.

Legislation enacted in Romania in 2019 which applied a price cap on the cost of consumer lending was successfully challenged by political opponents of the Government as being unconstitutional, with the result that the new cap did not take effect. The legislation provided for a dual level APR cap at 50% for loans under EUR 3,000 and 18% for larger loans. Revised proposals have since been tabled in the Romanian Parliament. These include: (i) a cap on the total amount repayable on loans below 3,000 EUR, set at two times the principal borrowed; and (ii) an APR cap on all other consumer credit loans, set at 15% plus the relevant base rate. These proposals are under discussion in Parliament and may progress to enactment in 2020 or later. The vast majority of the Group's Romanian business's current portfolio consists of loans under 3,000 EUR in value and would, therefore, be subject to the total amount repayable cap set out in limb (i) above and not the APR cap set out in limb (ii) above, if enacted in the proposed form.

Debt to income restrictions

The Group operates within certain markets (such as Romania, Hungary and Lithuania) where the amount of a loan to a customer is restricted by mandatory debt to income limits. For example, the Romanian National Bank has adopted a maximum 40% debt to income ratio limit for loans in the national currency and 20% for those in other currencies. Lenders may exceed the maximum ratio for newly granted consumer credit, subject to a maximum of 15% of the volume of the consumer credit granted by such lender in the previous quarter. The regulation came into force on 1 January 2019. The Group expects similar proposals to emerge in other markets in the future.

Other material restrictions and regulatory initiatives

The Group's Romanian subsidiary, Provident Financial Romania Institutie Financiara Nebancara S.A. ("Provident Romania"), was previously registered in the General Register of Non-banking Financial Institutions ("NBFIs") kept by the National Bank of Romania. Following an amendment to regulations relating to NBFIs, which broadened the relevant qualifying criteria for NBFIs and was effective from 1 October 2017, Provident Romania was required to register in the Special Registry in early 2018. This led to further tightening of credit criteria and a reduction in the volume of loans which the Group is allowed to provide to customers in that market.

On 24 December 2013 the Group announced that the home credit company in Poland ("Provident Polska"), had received a notice from the Polish Office of Competition and Consumer Protection (the "Office"), stating that the way Provident Polska calculates APR amounts to an infringement of consumer interests. The Office subjected Provident Polska to a fine of 12.4 million Polish Zloty (approximately £2.4 million). The Group's appeal of the decision was ultimately dismissed by the Supreme Court and Provident Polska has since paid the fine. Following the initial challenge, Provident Polska modified the structure of its loans to accommodate the possibility of losing the appeal.

The Office is conducting a comprehensive review of rebating practices by banks and other consumer credit providers on early loan settlement, including those of the Group's Polish businesses. In light of this and a recent European Court of Justice declaratory judgment on the matter, the Group expects new market standard rebating practices to evolve in Poland. When the Group has clarity on the new emerging standards, the Group's Polish businesses will conform their rebating practices accordingly. There is a wide range of possible outcomes from this review. The Group's current expectation is that the annual financial impact is likely to be in the range of £5 million to £15 million and the Group is working on a number of mitigating strategies.

In Romania, the Romanian Competition Council is conducting investigations into certain historical activities of leasing companies that are members of a wider trade association that comprises both leasing and consumer credit companies. Provident Romania is a member of the consumer credit council of this association. The Group understands that Provident Romania has not been party to any wrongdoing and that sanctions for the consumer credit section of the association are unlikely. However it is possible that, were the consumer credit section of the association be sanctioned, Provident Romania may be subject to a fine.

In 2015, an amendment to the Civil Code in Slovakia came into law which prohibited separate contracts for 'ancillary' services linked to the provision of consumer credit. The Group took the decision to suspend the issuing of new loans in Slovakia from 18 December 2015 and completed the solvent liquidation of its Slovak subsidiary in 2019 following a strong collectout performance. This is a recent example of how the Group's business can be impacted by regulatory changes.

Regulatory licensing and supervision regimes

The Group's activities in Poland and Spain are subject to registration procedures / general licenses only, as opposed to any licensing or supervision by a financial authority. A licensing regime was introduced in the Czech Republic during 2016 and the Group's Czech subsidiary received its licence in early 2018. In Romania and Lithuania, the business is included in registers of credit providers maintained by the respective National Banks and in Finland by the Regional State Administrative Agency of South Finland. The Group's operations in Hungary are subject to an operating licence issued by the National Bank, in Estonia the Group's operations are subject to a licence by the Financial Supervision Authority and in Latvia its operations are subject to a licence by the Consumer Rights Protection Centre.

1.3 Good Morals Laws

Each of the EU member states in which the Group operates has civil law provisions that apply principles of "good morals" to contracts. The meaning, scope and application of these principles varies from country to country. As a general rule, however, each country's civil law contains provisions that enable courts to hold an agreement null and void if it is deemed to be unfair or if the agreement is considered to have been concluded in bad faith.

Similarly, each of the EU member states in which the Group operates has criminal law provisions that relate to the principles of "good morals" in contracts. While the meaning, scope and application again varies from country to country, the criminal codes in all relevant countries contain a general principle that a criminal offence would be committed by, for example, a consumer credit provider, if it were to exploit a consumer's position or state of distress. There are also, in certain of the relevant countries, specific criminal provisions that relate to usury.

1.4 Anti-Money Laundering

All of IPF's European businesses are subject to local anti-money laundering and terrorist financing legislative requirements which were introduced pursuant to the requirements of the European Fifth Anti-Money Laundering Directive, Directive (EU) 2018/843, as amended.

2. Mexico

The Group's Mexican subsidiary is not classified as a financial institution and therefore is not subject to the supervision of the National Banking Commission, or any other financial authority in Mexico, and does not require any permits or licences in respect of financial regulation to conduct its business. The Group's Mexican activities are subject to registration procedures only.

However, the Group's Mexican subsidiary is subject to the Law for the Transparency and Order of Financial Services and to the Consumer Federal Protection Law which are both supervised and enforced by the Consumer Protection Agency in Mexico ("PROFECO"). Such laws introduce certain requirements applicable to commercial entities that habitually grant loans (such as the provision of information about charges, the content of agreements and advertisements, including the requirement to specify the total annual cost) and protect customers' interests accordingly.

The Federal Criminal Code and various State Criminal Codes contain provisions relating to exploitation, generally inhibiting, taking advantage of a person's inexperience, extreme need or ignorance, obtaining unsupportable high returns or obtaining a benefit through deceitful means.

In December 2015, provisions enforceable by PROFECO came into effect which regulate debt collections practices. Although the scope of this regulation is uncertain, it may apply to commercial entities other than just debt collection agencies including the Group's Mexican subsidiary. These provisions include a prohibition on collecting during weekends and statutory holidays. Provident Mexico, together with several other commercial entities, submitted an appeal to the constitutional court seeking to clarify that the regulations are not applicable to Provident Mexico's sector and the final outcome is awaited. Should the challenge be unsuccessful and the regulations ultimately be applied to Provident Mexico, this may potentially adversely impact the Group's Mexican business.

3. Australia

The Group's activities in Australia are subject to a credit licence from the Australian Securities and Investments Commission and are subject to maximum rate provisions.

4. Insurance distribution activities

The Group's offering of certain home, medical, and life insurance and other products, in partnership with a range of insurance providers, to its customers is an ancillary activity to its core lending business. In all of its insurance activities the Group acts as an intermediary, distributor and/or agent and the Group does not underwrite any insurance policy. This is a regulated activity in a number of jurisdictions within which the Group operates.

5. Management of regulatory issues

The Group has skilled and experienced legal and public affairs teams both at Group level and in each of the markets in which the Group operates. These teams monitor political, legislative and regulatory developments and engage with relevant stakeholders on these developments.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus should be read and construed in conjunction with:

International Personal Finance plc

• (i) the following sections of the Annual Report and Financial Statements of the Issuer for the financial year ended 31 December 2019 published on the Issuer's website on 3 March 2020:
  • (a) Principal Risks and Uncertainties on pages 44 to 53;
  • (b) Operational Review on pages 24 to 29;
  • (c) Financial Review on pages 39 to 43;
  • (d) Independent Auditor's Report on pages 108 to 115;
  • (e) Consolidated Income Statement on page 116;
  • (f) Consolidated Statement of Comprehensive Income on page 116;
  • (g) Consolidated Balance Sheet on page 117;
  • (h) Consolidated Statement of Changes in Equity on pages 118 to 119;
  • (i) Consolidated Cash Flow Statement on page 120; and
  • (j) Notes to the Financial Statements on pages 128 to 155;
• (ii) the following sections of the Annual Report and Financial Statements of the Issuer for the financial year ended 31 December 2018 published on the Issuer's website on 21 March 2019:
  • (a) Principal Risks and Uncertainties on pages 42 to 50;
  • (b) Operational Review on pages 26 to 31;
  • (c) Financial Review on pages 37 to 41;
  • (d) Independent Auditor's Report on pages 91 to 96;
  • (e) Consolidated Income Statement on page 97;
  • (f) Consolidated Statement of Comprehensive Income on page 97;
  • (g) Consolidated Balance Sheet on page 98;
  • (h) Consolidated Statement of Changes in Equity on pages 99 to 100;
  • (i) Consolidated Cash Flow Statement on page 101; and
  • (j) Notes to the Financial Statements on pages 109 to 137;
• (iii) the memorandum and articles of association of the Issuer;

IPF Holdings Limited

(iv) the memorandum and articles of association of IPF Holdings Limited;

International Personal Finance Investments Limited

(v) the memorandum and articles of association of International Personal Finance Investments Limited;

VI.3

VI.3

VI.3

IV.16.1 IV.3.1 IV.13.4.1 IV.13.1 IV.13.2

IPF International Limited

(vi) the memorandum and articles of association of IPF International Limited;

IPF Digital Group Limited

(vii) the memorandum and articles of association of IPF Digital Group Limited; VI.3

Previous Prospectuses

• (viii) the Terms and Conditions set out on pages 40 to 78 of the Prospectus dated 19 April 2010 relating to the Programme;
• (ix) the Terms and Conditions set out on pages 40 to 78 of the Prospectus dated 13 September 2011 relating to the Programme;
• (x) the Terms and Conditions set out on pages 44 to 71 of the Prospectus dated 7 December 2012 relating to the Programme;
• (xi) the Terms and Conditions set out on pages 104 to 131 of the Prospectus dated 21 March 2014 relating to the Programme;
• (xii) the Terms and Conditions set out on pages 111 to 138 of the Prospectus dated 27 February 2015 relating to the Programme;
• (xiii) the Terms and Conditions set out on pages 112 to 139 of the Prospectus dated 22 March 2016 relating to the Programme;
• (xiv) the Terms and Conditions set out on pages 106 to 133 of the Prospectus dated 4 May 2017 relating to the Programme;
• (xv) the Terms and Conditions set out on pages 107 to 134 of the Prospectus dated 8 May 2018 relating to the Programme; and
• (xvi) the Terms and Conditions set out on pages 107 to 137 of the Prospectus dated 12 April 2019 relating to the Programme,

each of which have been previously published or are published simultaneously with this Prospectus and which have been approved by the FCA or filed with it. Such documents shall be incorporated in and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.

Any information contained in any of the documents incorporated by reference which is not incorporated in and does not form part of this Prospectus is either not relevant for Investors or is covered elsewhere in the Prospectus.

If documents which are incorporated by reference into this Prospectus themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Prospectus for the purposes of the Prospectus Regulation except where such information or other documents are specifically incorporated by reference or attached to this Prospectus.

Copies of documents incorporated by reference in this Prospectus may be obtained (without charge) from the website of the Issuer at www.ipfin.co.uk. The other contents of the Issuer's website shall not form part of the Prospectus.

SUPPLEMENTARY PROSPECTUS

If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to Article 23 of the Prospectus Regulation, the Issuer will prepare and make available an appropriate amendment or supplement to this Prospectus or a further Prospectus which, in respect of any subsequent issue of Notes to be listed on the Official List and admitted to trading on the Market, shall constitute a supplementary prospectus as required by the FCA and Article 23 of the Prospectus Regulation.

The Issuer and the Guarantors have given an undertaking to the Dealers that, if at any time during the duration of the Programme there is a significant new factor, material mistake or material inaccuracy relating to information contained in this Prospectus which is capable of affecting the assessment of any Notes and whose inclusion in, or removal from, this Prospectus required in order to ensure that this Prospectus contains the necessary information which is material to an Investor for making an informed assessment of the assets and liabilities, profits and losses, financial position and prospects of the Issuer, any Guarantor and the rights attaching to the Notes and the reasons for the issuance and its impact on the Issuer, the Issuer shall prepare an amendment or supplement to this Prospectus or publish a replacement Prospectus for use in connection with any subsequent offering of the Notes. The obligation to prepare a supplement to this Base Prospectus in the event of any significant new factor, material mistake or inaccuracy does not apply when the Base Prospectus is no longer valid.

In accordance with and pursuant to Article 23(2) of the Prospectus Regulation, where the Notes are offered to the public, investors who have already agreed to purchase or subscribe for Notes before any supplement is published have the right, exercisable within two working days after the publication of such supplement, to withdraw their acceptance, provided that the significant new factor, material mistake or material inaccuracy referred to in Article 23(1) of the Prospectus Regulation arose or was noted before the closing of the offer period or the delivery of the Notes, whichever occurs first. The period may be extended by the Issuer. The final date of the right of withdrawal will be stated in the supplement.

SUBSCRIPTION AND SALE

The Dealer Agreement

Subject to the terms and on the conditions contained in a dealer agreement dated on or around 13 March 2020 (the "Dealer Agreement") between the Issuer, the Guarantors, the Permanent Dealers (as defined in the Dealer Agreement) and the Arranger, the Notes will be offered on a continuous basis by the Issuer to the Permanent Dealers. However, the Issuer has reserved the right to sell Notes directly on its own behalf to Dealers that are not Permanent Dealers. The Notes may be resold at prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the relevant Dealer. The Notes may also be sold by the Issuer through the Dealers, acting as agents of the Issuer. The Dealer Agreement also provides for Notes to be issued in syndicated Tranches that are jointly and severally underwritten by two or more Dealers.

The Issuer may agree with a Dealer to pay such Dealer a commission in respect of Notes subscribed by such Dealer. The Issuer has agreed to reimburse the Arranger for certain of its expenses incurred in connection with the establishment of the Programme and the Dealers for certain of their activities in connection with the Programme.

The Issuer and the Guarantors have agreed to indemnify the Dealers against certain liabilities in connection with the offer and sale of the Notes. The Dealer Agreement entitles the Dealers to terminate any agreement that they make to subscribe for Notes in certain circumstances prior to payment for such Notes being made to the Issuer.

United States

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (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.

Notes in bearer form having a maturity of more than one year 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. Treasury regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 as amended and Treasury regulations thereunder. The relevant Final Terms will identify whether TEFRA C or TEFRA D apply, or whether TEFRA is not applicable.

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that, except as permitted by the Dealer Agreement, it has not offered, sold or delivered and will not offer, sell or deliver the Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after completion of the distribution of such Tranche as determined, and certified to the Issuer, by the Issuing and Paying Agent, or in the case of Notes issued on a syndicated basis, the Arranger, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each dealer to which it sells 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.

V.5.2.1(i) CAT A XIII.4.14 CAT A

V.4.13 CAT A V.5.2.1(i) CAT A XIII.4.14 CAT A

In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

Prohibition of Sales to EEA and UK Retail Investors

Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA and UK Retail Investors" as "Not Applicable", 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 Prospectus as completed by the Final Terms in relation thereto to any retail investor in the European Economic Area or in the United Kingdom. For the purposes of this provision:

• (a) the expression "retail investor" means a person who is one (or more) of the following:
  • (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
  • (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
  • (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"); and
• (b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes.

If the Final Terms in respect of any Notes specifies "Prohibition of Sales to EEA and UK Retail Investors" as "Not Applicable", in relation to each Member State of the EEA and the United Kingdom (each, a "Relevant State"), 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 made and will not make an offer of Notes which are the subject of the offering contemplated by this Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant State, except that it may make an offer of such Notes to the public in that Relevant State:

• (i) if the Final Terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 1(4) of the Prospectus Regulation in that Relevant State (a "Public Offer"), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Public Offer, in accordance with the Prospectus Regulation, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the purpose of that Public Offer;
• (ii) at any time to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
• (iii) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation), subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
• (iv) at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of Notes referred to in (ii) to (iv) above shall require the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

In this provision and in this Prospectus generally, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an Investor to decide to purchase or subscribe for the Notes.

United Kingdom

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that:

(i) in relation to any Notes which have a maturity of less than one year, (a) 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 (b) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or 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;

• (ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an 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; and
• (iii) 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 United Kingdom.

Ireland

Each Dealer has represented, warranted and agreed and each further Dealer appointed under the Programme will be required to represent, warrant and agree that:

• (A) it has not, directly or indirectly, offered, sold, placed or underwritten and will not offer, sell, place or underwrite the Notes, otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as amended), including, without limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the provisions of the Investor Compensation Act 1998;
• (B) it will not underwrite the issue of, or place, the Notes, otherwise than in conformity with the provisions of the Companies Acts 1963 – 2013 (as amended) of Ireland, the Central Bank Acts 1942 - 2014 (as amended) and any code of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended); and
• (C) it will not underwrite the issue of, place or otherwise act in Ireland in respect of the Notes, otherwise than in conformity with the provisions of the Market Abuse (Directive 2003/6/EC) Regulations 2005 (as amended) and any rules issued under Section 34 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Central Bank of Ireland.

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 "Financial Instruments and Exchange Act"). Accordingly, each of the Dealers has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree 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 (which term as used herein means any person resident in Japan, including any corporation or other entity organised under the laws of Japan) or to others for reoffering or re-sale, directly or indirectly, in Japan or to, or for the benefit of, any resident in Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and other relevant laws and regulations of Japan.

Poland

The Issuer and/or the Dealers will only be authorised to carry out the public offering of Notes to the public in Poland (in circumstances where such public offering is not exempt from the requirement to produce a prospectus pursuant to Article 1(4) of the Prospectus Regulation, once the FCA provides the Polish Financial Supervision Authority (the "PFSA") with:

• (i) a certificate of approval of the Prospectus by the FCA, including information required to be provided to the PFSA pursuant to the Polish Act on Offerings;
• (ii) a copy of the approved Prospectus, along with a translation into Polish of the summary annexed to the relevant Final Terms, if required by the PFSA; and
• (iii) the web address of the FCA, the London Stock Exchange or the Issuer, where the Prospectus is posted.

In addition to the requirements listed in (i) to (iii) above, an English language version of the Prospectus with a Polish language issue-specific summary attached to the Final Terms, if applicable, would be required to be made available to the public. Together such steps are equivalent to authorising the Offering to the public in Poland.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has not offered or sold, and will not offer or sell, any Notes in Poland through a public offering and has not provided and will not provide any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the Investor to make a decision or to subscribe for, or purchase, such securities – subject to several exemptions set out in the Polish Act on Offerings, as part of their initial distribution or otherwise, to residents of Poland or within the territory of Poland.

Each Dealer acknowledges that the acquisition and holding of the Notes by residents of Poland may be subject to restrictions imposed by Polish law (including foreign exchange regulations) and that the offers and sales of the Notes to Polish residents or in Poland in secondary trading may also be subject to restrictions.

Czech Republic

No action has been taken in the Czech Republic (including obtaining approval of the prospectus from the Czech National Bank (the "CNB") and the admission to trading on a regulated market (as defined in Section 55 (1) of Czech Act No. 256/2004 Coll., on Conducting Business in the Capital Market, as amended (the "Czech Capital Markets Act")) for the purposes of allowing any Notes to qualify as securities admitted to trading on the Czech regulated market (as defined in the Czech Capital Markets Act) or any other European regulated market within the meaning of the Czech Capital Markets Act.

The Issuer and/or the Dealers will only be authorised to carry out the offering of Notes in the Czech Republic (in circumstances where such offering is not exempt from the requirement to produce a prospectus pursuant to Article 1(4) of the Prospectus Regulation (a "Czech Public Offer")), once:

• (i) the FCA has provided the CNB (being the competent authority in the Czech Republic) with a certificate of approval attesting that this Prospectus and the Final Terms related to the Czech Public Offer have been drawn up in accordance with the Prospectus Regulation;
• (ii) the issuance of the certificate by the FCA has been communicated to ESMA; and
• (iii) the Prospectus and the Final Terms related to the Czech Public Offer in English and the issuespecific summary attached to the Final Terms, if applicable, in Czech have been made available to the public, which is equivalent to authorising an offering to the public in the Czech Republic.

Save for the cases of a Czech Public Offer in compliance with the requirements of the Czech Capital Markets Act referred to in the paragraph above, each Dealer represents and agrees with the Issuer that it has not offered or sold, and will not offer or sell, any Notes in the Czech Republic through a public offering, and has not provided and will not provide any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the Investor to make a decision or to subscribe for, or purchase, such securities, subject to the exemptions set out in the Czech Capital Markets Act, as part of their initial distribution or otherwise, to residents of the Czech Republic or within the Czech Republic.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the requirements of the Czech Capital Markets Act and has not taken, and will not take, any action which would result in the issue of the Notes being classed as "accepting deposits from the public" by the Issuer in the Czech Republic under Section 2 (1) of Czech Act No. 21/1992 Coll., on Banks (as amended) (the "Czech Act on Banks") or requiring a permit, registration, filing or notification to the CNB or other authorities in the Czech Republic in respect of the Notes in accordance with the Czech Capital Markets Act, the Czech Act on Banks or the practice of the CNB.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the laws of the Czech Republic applicable to the conduct of business in the Czech Republic (including the laws applicable to the provision of investment services (within the meaning of the Czech Capital Markets Act) in the Czech Republic) in respect of the Notes.

Slovakia

No permit for the issue of the Notes has been obtained (including obtaining approval of the terms and conditions of the Notes) from the Slovak National Bank (the "SNB") nor is any required under Slovak Act No. 530/1990 Zb. Coll., on Bonds (the "Slovak Bonds Act"). No action has been taken in Slovakia (including (i) obtaining approval of the Prospectus or base prospectus from the SNB pursuant to Slovak Act No. 566/2001 Coll., on Securities and Investment Services and on Amendments of Other Acts, as amended (the "Slovak Securities and Investment Act") and (ii) the admission to trading on a regulated market (as defined under the Slovak Act No. 429/2002 Coll., Stock Exchange Act, as amended (the "Slovak Stock Exchange Act")) for the purposes of any Notes to qualify as securities admitted to trading on the Slovak regulated market (as defined in the Slovak Stock Exchange Act) or any other European regulated market within the meaning of the Slovak Stock Exchange Act.

The Issuer and/or the Dealers will only be authorised to carry out the offering of Notes in Slovakia (in circumstances where such offering is not exempt from the requirement to produce a prospectus pursuant to Article 1(4) of the Prospectus Regulation (a "Slovak Public Offer")), once:

• (i) the FCA has provided the SNB (being the competent authority in Slovakia) with a certificate of approval attesting that this Prospectus and the Final Terms related to the Slovak Public Offer have been drawn up in accordance with the Prospectus Regulation together with a copy of the Prospectus in English and the issue-specific summary attached to the Final Terms, if applicable, in Slovak;
• (ii) the issuance of the certificate by the FCA has been communicated to ESMA; and
• (iii) the Prospectus and the Final Terms in English and the issue-specific summary attached to the Final Terms, if applicable, in Slovak related to the Slovak Public Offer have been made available to the public.

Save for the cases of a Slovak Public Offer in compliance with the requirements of the Slovak Securities and Investment Act referred to in the paragraph above, each Dealer represents and agrees with the Issuer that it has not offered or sold, and will not offer or sell, any Notes in Slovakia through a public offering, and has not provided and will not provide any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the Investor to make a decision or to subscribe for, or purchase, such securities, subject to the exemptions set out in the Slovak Securities and Investment Act, as part of their initial distribution or otherwise, to residents of Slovakia or within Slovakia.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the requirements of the Slovak Securities and Investment Act and the Slovak Bonds Act and has not taken, and will not take, any action which would result in the Notes being deemed to have been issued in Slovakia, the issue of the Notes being classed as "accepting of deposits" by the Issuer in Slovakia under Section 2 (2) and Section 5 letter a) of Slovak Act No. 483/2001 Coll., on Banks (as amended) (the "Slovak Act on Banks") or requiring a permit, registration, filing or notification to the SNB or other authorities in Slovakia in respect of the Notes in accordance with the Slovak Securities and Investment Act, the Slovak Bonds Act, the Slovak Act on Banks or the practice of the SNB.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the laws of Slovakia applicable to the conduct of business in Slovakia (including the laws applicable to the provision of investment services (within the meaning of the Slovak Securities and Investment Act) in Slovakia) in respect of the Notes.

Hungary

No permit for the issue of the Notes has been obtained (including obtaining approval of the terms and conditions of the Notes) from the National Bank of Hungary (the "NBH") nor is required under Hungarian Act CXX of 2001 on Capital Markets (the "Hungarian Capital Markets Act"). No action has been taken in Hungary (including obtaining approval of this Prospectus from the NBH and the admission to trading on a regulated market (as defined in Chapter II, Section 5.(1)114, of the Hungarian Capital Markets Act)) for the purposes of any Notes to qualify as securities admitted to trading on the Hungarian regulated market (as defined in Chapter IV of the Hungarian Capital Markets Act) or any other European regulated market within the meaning of the Hungarian Capital Markets Act.

The Issuer and/or the Dealers will only be authorised to carry out the offering of Notes in Hungary (in circumstances where such offering is not exempt from the requirement to publish a prospectus pursuant to Article 1(4) of the Prospectus Regulation (a "Hungarian Public Offer"), once:

• (i) the FCA has provided the NBH (being the competent authority in Hungary) with a certificate of approval attesting that this Prospectus and the Final Terms related to the Hungarian Public Offer have been drawn up in accordance with the Prospectus Regulation;
• (ii) the issuance of the certificate by the FCA has been communicated to ESMA; and
• (iii) the Prospectus and the Final Terms related to the Hungarian Public Offer in English and the issue-specific summary attached to the Final Terms, if applicable in Hungarian have been made available to the public.

Save for the cases of a Hungarian Public Offer in compliance with the requirements of the Capital Markets Act referred to in the paragraph above, each Dealer represents and agrees with the Issuer that it has not offered or sold, and will not offer or sell, any Notes in Hungary through a public offering, and has not provided and will not provide any communication to persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the Investor to make a decision or to subscribe for, or purchase, such securities subject to exemptions set out in the Hungarian Capital Markets Act.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the requirements of the Hungarian Capital Markets Act and has not taken, and will not take, any action which would result in the Notes being deemed to have been issued in Hungary, the issue of the Notes being classed as "taking deposits and other repayable funds from the public" by the Issuer in Hungary under Section 3.(1)(a) of the Hungarian Act CCXXXVII of 2013 on Credit Institutions and Financial Enterprises (the "Hungarian Banking Act") or requiring a permit, registration, filing or notification to the NBH or other authorities in Hungary in respect of the Notes in accordance with the Hungarian Capital Markets Act or the practice of the NBH.

Each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that it has complied with and will comply with all the laws of Hungary applicable to the conduct of business in Hungary (including the laws applicable to the provision of investment services – within the meaning of the Hungarian Act CXXXVIII of 2007 on Investment Firms and Commodity Dealers, and on the Regulations Governing their Activities – in Hungary) in respect of the Notes.

If the Notes are offered in a private placement in Hungary, the Issuer must report such private placement to the NBH within 15 days from the closing date of the private placement.

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that, if the Notes are offered in a private placement in Hungary, (i) all written documentation prepared in connection with a private placement in Hungary will clearly indicate that it is a private placement; (ii) it will ensure that all Investors receive the same information which is material or necessary to the evaluation of the Issuer's current market, economic, financial or legal situation and its expected development, including that which was discussed in any personal consultation with an Investor, and (iii) the following standard wording will be included in such written communication:

"PURSUANT TO SECTION 18 OF ACT CXX OF 2001 ON THE CAPITAL MARKETS, THIS [NAME OF DOCUMENT] WAS PREPARED IN CONNECTION WITH A PRIVATE PLACEMENT IN HUNGARY."

Romania

No action has been taken in Romania (including obtaining approval of the Prospectus from the Romanian Financial Supervisory Authority (the "RFSA") and/or the admission to trading on a regulated market/alternative trading system in Romania nor has any notification under Article 25 of the Prospectus Regulation been made to the RFSA) for the purposes of any Notes to qualify as securities, as defined in Law no. 24/2017 on issuers of financial instruments and market operations (the "Romanian Capital Markets Laws") or to be admitted to trading on a market in Romania, within the meaning of the Romanian Capital Markets Laws and relevant secondary legislation (e.g. RFSA Regulation no. 5/2018 on issuers of financial instruments and market operations, as subsequently amended by the RFSA Regulation no. 1/2020).

The Issuer and/or the Dealers will only be authorised to carry out the offering of Notes in Romania (in circumstances where such offering is not within an exemption from the requirement to make and approve a prospectus pursuant to Article 1(4) of the Prospectus Regulation) (a "Romanian Public Offer"), once:

• (i) the FCA has provided the RFSA (being the competent authority in Romania) with a certificate of approval attesting that this Prospectus and the Final Terms related to the Romanian Public Offer have been drawn up in accordance with the Prospectus Regulation, together with a copy of this Prospectus and the Final Terms and the Romanian translation of the issuespecific summary annexed to the Final Terms, if applicable;
• (ii) the issuance of the certificate by the FCA has been communicated to ESMA; and
• (iii) the Prospectus and the Final Terms related to the Romanian Public Offer in English and the issue-specific summary attached to the Final Terms, if applicable, in Romanian have been made available to the public.

Save for the cases of a Romanian Public Offer in compliance with the requirements of the Romanian Capital Markets Laws, each Dealer represents and agrees and each further Dealer appointed under the Programme will be required to represent and agree with the Issuer that:

• (i) it has not offered or sold and will not offer or sell, directly or indirectly, any Notes in Romania through a public offering and has not provided and will not provide any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the Investor to make a decision or to subscribe for, or purchase, such securities;
• (ii) it has not communicated or caused to be communicated and will not communicate or cause to be communicated any invitation, any inducement to engage in investment activity or any other type of advertising materials (within the meaning of the Romanian Capital Markets Laws and the Prospectus Regulation) received or issued by it in connection with the issue or sale of any Notes;
• (iii) it will not take any action which would result in the Notes being deemed to have been issued in Romania, or the issue of the Notes being classed as "taking deposits and other repayable funds from the public" by the Issuer in Romania under the Romanian Government Emergency Ordinance No. 99/2006, as amended (the "Romanian Banking Law"), or requiring a permit, registration, filing or notification to the RFSA, the National Bank of Romania ("NBR") or other authorities in Romania in respect of the Notes in accordance with the Romanian Capital Markets Laws, the Romanian Banking Law or the practice of the RFSA and/or the NBR; and
• (iv) it has complied, and will comply, with all the laws of Romania, including applicable provisions of the Romanian Capital Markets Laws and the Romanian Banking Law and with all relevant regulations issued by the RFSA and the NBR and European Union legislation with respect to anything done by it in relation to the Notes (including any further resale of the Notes) in, from or otherwise involving Romania.

Mexico

The Notes have not been and will not be registered in the Mexican National Registry of Securities (Registro Nacional de Valores). Therefore, the Notes may not be offered or sold in the United Mexican States ("Mexico") by any means, or otherwise be the subject of brokerage activities (Intermediación) in Mexico, except in circumstances which constitute a private offering (oferta privada) pursuant to Article 8 of the Mexican Securities Market Law (Ley del Mercado de Valores). The Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) has not issued any certificate as to the investment quality of the Notes or solvency, liquidity or credit quality of the Issuer. All applicable provisions of the Mexican Securities Market Law must be complied with in respect of anything done in relation to the Notes in, from or otherwise involving Mexico.

Jersey

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that there has not been, and there will not be, any circulation in Jersey of any offer for subscription, sale or exchange of any Notes unless such offer is circulated in Jersey by a person or persons authorised to conduct investment business under the Financial Services (Jersey) Law 1998, as amended and (a) such offer does not for the purposes of Article 8 of the Control of Borrowing (Jersey) Order 1958, as amended, constitute an offer to the public; or (b) an identical offer is for the time being circulated in the United Kingdom without contravening the FSMA and is, mutatis mutandis, circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom.

Isle of Man

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that this Prospectus has not been, and will not be, registered or filed as a prospectus with any governmental or other authority in the Isle of Man, and this Prospectus and the issue of Notes have not been approved by the Isle of Man Financial Services Authority. Any offer for subscription, sale or exchange of the Notes within the Isle of Man shall be made by (i) an Isle of Man financial services licenceholder licensed under Section 7 of the Financial Services Act 2008 to do so or (ii) in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 (as amended) or exemption contained in the Financial Services (Exemptions) Regulations 2011 (as amended).

Guernsey

Each Dealer has represented and agreed and each further Dealer appointed under the Programme will be required to represent and agree that:

• (a) the Notes issued under the Programme cannot be marketed, offered or sold in or to persons resident in Guernsey other than in compliance with the licensing requirements of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the regulations enacted thereunder, or any exemption therefrom;
• (b) this Prospectus has not been approved or authorised by the Guernsey Financial Services Commission for circulation; and
• (c) this Prospectus may not be distributed or circulated, directly or indirectly, to any persons in the Bailiwick of Guernsey other than:
  • (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended; or
  • (ii) by a person that is not a Bailiwick of Guernsey body or an individual ordinarily resident in the Bailiwick of Guernsey and that person:
    • I. carries on that activity in or from within the Bailiwick of Guernsey in a manner in which it is permitted to carry it on in or from within, and under the law of, a designated country or territory which, in the opinion of the States of Guernsey Policy and Resources Committee, affords in relation to activities of that description adequate protection to investors ("Designated Territory");
• II. has its main place of business in that Designated Territory and does not carry on any restricted activity from a permanent place of business in the Bailiwick of Guernsey;
• III. is recognised as a national of that Designated Territory by its law (and has provided evidence of the same); and
• IV. has given prior written notice to the Guernsey Financial Services Commission of the date from which it intends to carry on that activity in or from within Guernsey (by completion of a "Form EX" and submission of the requisite documentation) and complied with certain requirements applicable to an applicant for a licence and the Commission has issued confirmation of the exemption;
• (iii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and Company Directors etc. (Bailiwick of Guernsey) Law, 2000 and the person carrying on such activity satisfies items (c)(ii)(I) to (III) above and has given written notice to the Commission of the date from which it intends to carry out the promotional activity; or
• (iv) as otherwise permitted by the Guernsey Financial Services Commission.

The Kingdom of Sweden

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that no Notes will be offered to the public in Sweden nor admitted to trading on a regulated market in Sweden unless and until (A) a prospectus in relation to those Notes has been approved by the competent authority in Sweden or, where appropriate, approved in another Relevant State and such competent authority has certified to the competent authority in Sweden that the prospectus has been approved as a prospectus under the Prospectus Regulation; or (B) an exemption from the requirement to prepare a prospectus is available under the Prospectus Regulation.

Switzerland

Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that this Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly through on-selling, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither this Prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to article 1156 in connection with article 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland, and neither this Prospectus nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Belgium

Other than in respect of Notes for which "Prohibition of Sales to Belgian Consumers" is specified as "Not Applicable" in the applicable Final Terms, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that an offering of Notes may not be advertised to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a "Belgian Consumer") and that it has not offered, sold or resold, transferred or delivered, and will not offer, sell, resell, transfer or deliver, the Notes, and that it has not distributed, and will not distribute, any prospectus, memorandum, information circular, brochure or any similar documents in relation to the Instruments, directly or indirectly, to any Belgian Consumer.

General

These selling restrictions may be modified by the agreement of the Issuer and the Dealers following a change in a relevant law, regulation or directive. Any such modification will be set out in the Final Terms issued in respect of the issue of Notes to which it relates or in a supplement to this Prospectus.

If the UK and the EU fail to agree a comprehensive trade deal covering financial services before the end of the transitional period, the selling restrictions listed above may need to be revisited.

No representation is made that any action has been taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of this Prospectus or any other offering material or any Final Terms, in any country or jurisdiction where action for that purpose is required.

Each Dealer has agreed that it shall, to the best of its knowledge, comply with all relevant laws, regulations and directives in each jurisdiction in which it purchases, offers, sells or delivers Notes or has in its possession or distributes the Prospectus, any other offering material or any Final Terms in all cases at its own expense.

TAXATION

V.4.14 CAT A

The tax law of a Noteholder's place of residence or nationality and United Kingdom tax law may have an impact on the income received from the Notes. The comments below are of a general nature based on United Kingdom tax law as applied in England and Wales and HM Revenue & Customs practice (which practice may not be binding on HM Revenue & Customs) at the date hereof. They are not intended to be exhaustive. They assume that there will be no substitution of the Issuer and do not address the consequences of any substitution (notwithstanding that such substitution may be permitted by the terms and conditions of the Notes). The comments relate only to the position of persons who are absolute beneficial owners of Notes. Prospective Noteholders should be aware that the particular terms of any Series of Notes, as specified in the relevant Final Terms, may affect the tax treatment of that and other Series of Notes. Any Noteholders who are in doubt as to their own tax position (in particular those who may be liable to taxation in jurisdictions other than the United Kingdom) should consult their professional advisers. The references below to "interest" mean interest for United Kingdom tax purposes (which may include any premium paid on a redemption of the Notes).

Interest on the Notes

The Notes issued will constitute "quoted Eurobonds" under Section 987 of the Income Tax Act 2007 (the "Act") provided they carry a right to interest and are and continue to be listed on a recognised stock exchange, within the meaning of Section 1005 of the Act, or admitted to trading on a "multilateral trading facility" operated by an "EEA-regulated recognised stock exchange" (each as defined in 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 by the Financial Conduct Authority and are admitted to trading on the London Stock Exchange.

Whilst the Notes are and continue to be quoted Eurobonds, payments of interest by the Issuer on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax.

Interest payable on the Notes may also be paid without withholding or deduction for or on account of United Kingdom income tax where the Notes have a maturity date less than one year from their date of issue, provided that the Notes are not issued with the intention that, or under arrangements the effect of which is that, such Notes form part of a borrowing with a total term of a year or more.

In all other cases, interest will generally be paid by the Issuer under deduction of United Kingdom income tax at the basic rate (currently 20%), subject to the availability of other reliefs or to any direction to the contrary from HM Revenue & Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

HM Revenue & Customs have powers to obtain information, including in relation to interest or payments treated as interest and payments derived from securities. This may include details of the beneficial owners of the Notes (or the persons for whom the Notes are held), details of the persons to whom payments derived from the Notes are or may be paid and information in connection with transactions relating to the Notes. Information obtained by HM Revenue & Customs may be provided to tax authorities in other countries.

Payments by a Guarantor

If a Guarantor makes any payments under the Guarantee in respect of the Notes, such payments may be subject to United Kingdom withholding tax at the basic rate (currently 20%), subject to such relief as may be available under the provisions of any applicable double taxation treaty or other exemption which may apply. Such payments by a Guarantor may not be eligible for the exemption (in respect of quoted Eurobonds) from United Kingdom withholding tax described above.

Gross-up for withholding tax

As set out in Condition 8 of the Terms and Conditions of the Notes, if the Issuer or a Guarantor is at any time required by law to deduct or withhold an amount in respect of any withholding taxes in respect of payments under the Notes or the Guarantee (as applicable), the Issuer or that Guarantor (as applicable) must, subject to certain exclusions, pay such additional amounts as shall result in the receipt by the Noteholders and Couponholders of such amounts as would have been received by them had no such deductions or withholding been required.

Foreign account tax compliance withholding.

Under Sections 1471 through 1474 of the Code ("FATCA"), the Issuer or, as the case may be, any Guarantor (and other non-US financial institutions through which payments on the Notes are made) may be required to withhold US tax at a rate of up to 30% on payments made in respect of the Notes unless, in each case, the recipient of the payment complies with certain certification and identification requirements.

If an amount were to be deducted or withheld from interest, principal or other payments on the Notes on account of FATCA, neither the Issuer (nor, as the case may be, any Guarantor) nor any paying agent, nor any other person would, pursuant to the Terms and Conditions, be required to pay additional amounts as a result of the deduction or withholding of such tax. As a result, if payments in respect of the Notes are subject to FATCA withholding, Investors may receive less interest, principal or other payments (as the case may be) than expected.

The United Kingdom and most other major jurisdictions have entered into intergovernmental agreements with the United States which ensure that financial institutions in those jurisdictions should generally not be subject to FATCA withholding on payments they receive, nor have to withhold for FATCA on payments they make.

Information on the relevant terms and conditions of an offer is to be provided at the time of that offer by an Authorised and cannot therefore be included in this Prospectus.

If, in the context of a Public Offer (as defined below), you are offered Notes by any entity, you should check that the entity is authorised to use this Prospectus for the purposes of making such offer before agreeing to purchase any Notes. To be authorised to use this Prospectus in connection with a Public Offer (referred to below as an "Authorised Offeror"), an entity must either be:

• a Dealer specified in the relevant Final Terms, or an entity named as an initial "Authorised Offeror" in the relevant Final Terms; or
• named on the Issuer's website as an Authorised Offeror in respect of the relevant Public Offer (if the entity has been appointed after the relevant Final Terms were published); or
• if the basis of consent in the relevant Final Terms is specified as, or includes "General Consent", authorised to make such offers under MiFID II (as defined below) and have published on its website that it is using this Prospectus for the purposes of such Public Offer in accordance with the consent of the Issuer and the Guarantors.

XXX.IV CAT A

IV.1.1 V.1.1 CAT A XIII.1.1 CAT A

XXX.IV CAT A

Valid offers of Notes may only be made by an Authorised Offeror in the context of a Public Offer if the offer is made in the United Kingdom, Poland, Slovakia, Czech Republic, Hungary, Spain, Romania, Latvia, Estonia, Finland or Lithuania, but only as any such country is identified in the relevant Final Terms for those Notes, and within the time period referred to in the Final Terms as the "Offer Period". Other than as set out above (and as described in greater detail below), none of the Issuer, the Guarantors and any Dealer has authorised the making of any Public Offer by any person in any circumstances and such person is not permitted to use this Prospectus in connection with any offer of Notes.

Please see below for certain important legal information relating to Public Offers.

Only financial intermediaries that have been authorised by the Issuer may offer Notes to Investors. The Issuer authorises financial intermediaries to offer Notes to Investors by consenting to their use of this Prospectus. This section sets out information relating to that consent, including conditions attached to it. In order to ensure that you can rely on this Prospectus, you should read this section carefully and consider checking that the financial intermediary has been authorised by the Issuer to offer Notes. See "How do I check whether the person offering me the Notes has been given the Issuer's consent to do so?" in the section entitled "Information about the Programme".

This Prospectus has been prepared on a basis that permits offers that are not made within an exemption from the requirement to publish a prospectus under Article 1(4) of the Prospectus Regulation (in this context meaning an offer of Notes with a denomination of less than €100,000 (or its equivalent in any other currency)) ("Public Offers") in the United Kingdom, Poland, Slovakia, the Czech Republic, Hungary, Spain, Romania, Latvia, Estonia, Finland, Sweden or Lithuania, but only as any such country is identified in the relevant Final Terms for those Notes (each a "Public Offer Jurisdiction" and, together, the "Public Offer Jurisdictions"). Any person making or intending to make a Public Offer of the Notes on the basis of this Prospectus must do so only with the consent of the Issuer and the Guarantors – see "Consent given in accordance with Article 5(1) of the Prospectus Regulation" below.

Consent given in accordance with Article 5(1) of the Prospectus Regulation

In the context of any Public Offer of the Notes, the Issuer and each Guarantor accepts responsibility, in each of the Public Offer Jurisdictions, for the content of this Prospectus (as supplemented at the relevant time, if applicable) and the relevant Final Terms under Section 90 of the FSMA in relation to any person (an "Investor") who purchases any Notes in a Public Offer made by an Authorised Offeror (as defined below), where that offer is made in compliance with all the conditions attached to the giving of consent to the Authorised Offeror. Such consent is described below under "Consent". Except in the circumstances described below, none of the Issuer, any Guarantor or any Dealer has authorised the making of any Public Offer by any offeror and neither the Issuer nor any Guarantor has consented to the use of this Prospectus or any Final Terms by any other person in connection with any offer of the Notes in any jurisdiction. Any offer made without the consent of the Issuer and the Guarantors is unauthorised and neither the Issuer, the Guarantors nor, for the avoidance of doubt, any of the Dealers accepts any responsibility or liability in relation to such offer or for the actions of the persons making any such unauthorised offer.

If, in the context of a Public Offer, an Investor is offered Notes by a person which is not an Authorised Offeror, the Investor should check with such person whether anyone is responsible for this Prospectus for the purposes of Section 90 of the FSMA in the context of the relevant Public Offer and, if so, who that person is. If an Investor is in any doubt about whether it can rely on this Prospectus and/or who is responsible for its contents, the Investor should take legal advice.

Consent

Where consent to use of the Prospectus is being given, the Final Terms for the relevant Notes will specify either "Specific Consent" or "General Consent". The different requirements for each type of consent are set out below. Whichever one is used, Investors should remember that the consent only applies to that particular Tranche of Notes to which it relates, is only valid during the Offer Period (which must occur within 12 months after the date of this Prospectus), and is subject to any additional conditions set out in Part B of the relevant Final Terms.

Subject to the conditions set out below:

• (A) if the basis of consent is specified as being "Specific Consent" in the relevant Final Terms, the Issuer and the Guarantors consent to the use of this Prospectus (as supplemented at the relevant time, if applicable) and the relevant Final Terms in connection with any Public Offer of a Tranche of Notes in the Public Offer Jurisdictions specified in the relevant Final Terms during the Offer Period specified in the relevant Final Terms by:
  • (i) the Dealer(s) specified in the relevant Final Terms;
  • (ii) any financial intermediaries specified in the relevant Final Terms; and
  • (iii) any other financial intermediary appointed after the date of the relevant Final Terms and whose name is published on the website of the Issuer (www.ipfin.co.uk) and identified as an Authorised Offeror in respect of the relevant Public Offer in respect of, and at the time such financial intermediary makes, the relevant Public Offer; and
• (B) if the basis of consent is specified as being "General Consent" in the relevant Final Terms, the Issuer and the Guarantors offer to grant their consent to the use of this Prospectus (as supplemented at the relevant time, if applicable) and the relevant Final Terms, in connection with any Public Offer of a Tranche of Notes in the Public Offer Jurisdictions during the Offer Period specified in the relevant Final Terms by: (i) the relevant Dealer(s) and (ii) any financial intermediary which satisfies the Authorised Offeror Terms as set out below. The "Authorised Offeror Terms" are that the relevant financial intermediary represents and agrees throughout the relevant Offer Period that it:
  • (i) is authorised to make such offers under Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, including under any applicable implementing measure in each relevant jurisdiction ("MiFID II") (in which regard, Investors should consult the register of authorised entities maintained by the FCA at https://register.fca.org.uk) (MiFID II governs the organisation and conduct of the business of investment firms and the operation of regulated markets across the European Economic Area in order to seek to promote cross-border business, market transparency and the protection of investors);

XXX2B.1 CAT A XXX.1.1 CAT A XXX.1.3 CAT C XXX.1.5 CAT C

XXX.2A.2 CAT A

XXX.2A.1 CAT C

XXX.IV CAT A

XXX.1.1 CAT A XXX.1.2 CAT A XXX.1.3 CAT C

(ii) acts in accordance with all applicable laws, rules, regulations and guidance of any applicable regulatory bodies (the "Rules"), including the Rules published by the FCA (including, but not limited to, its guidance for distributors in "The Responsibilities of Providers and Distributors for the Fair Treatment of Customers" and its source book for "Product Intervention and Product Governance") from time to time including, without limitation and in each case, Rules relating to both the target markets for the Notes and the appropriateness or suitability of any investment in the Notes by an Investor and disclosure to any potential Investor;

• (iii) complies with the restrictions set out under "Subscription and Sale" in this Prospectus which would apply as if it were a Dealer;
• (iv) acknowledges the target market and distribution channels identified under the "MiFID II Product Governance Legend" set out in the applicable Final Terms;
• (v) ensures that any fee, commission, benefits of any kind, rebate received or paid by that financial intermediary in relation to the offer or sale of the Notes does not violate the Rules and is fully and clearly disclosed to Investors or potential Investors;
• (vi) holds all licences, consents, approvals and permissions required in connection with solicitations of interest in, or offers or sales of, the Notes under the Rules, including authorisation under the FSMA and/or the Financial Services Act 2012;
• (vii) complies with, and takes appropriate steps in relation to, applicable anti-money laundering, anti-bribery, anti-corruption and "know your client" Rules, and does not permit any application for Notes in circumstances where the financial intermediary has any suspicions as to the source of the application monies;
• (viii) retains Investor identification records for at least the minimum period required under the applicable Rules, and shall, if so requested and to the extent permitted by the Rules, make such records available to the Dealers, the Issuer and/or any Guarantor or directly to the appropriate authorities with jurisdiction over the Issuer, the Guarantors and/or the Dealers in order to enable the Issuer, the Guarantors and/or the Dealers to comply with anti-money laundering, anti-bribery, anti-corruption and "know your client" Rules applying to the Issuer, the Guarantors and/or the Dealers;
• (ix) does not, directly or indirectly, cause the Issuer, the Guarantors or any Dealer to breach any Rule or subject the Issuer, the Guarantors or the Dealers to any requirement to obtain or make any filing, authorisation or consent in any jurisdiction;
• (x) agrees and undertakes to indemnify the Issuer, the Guarantors and each Dealer (in each case on behalf of such entity and its respective directors, officers, employers, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims, charges, expenses, actions or demands (including reasonable costs of investigation and any defence raised thereto and counsel's fees and disbursements associated with any such investigation or defence) which any of them may incur or which may be made against any of them arising out of or in relation to, or in connection with, any breach of any of the foregoing agreements, representations or undertakings by such financial intermediary, including (without limitation) any unauthorised action by such financial intermediary or failure by such intermediary to observe any of the above restrictions or requirements or the making by such financial intermediary of any unauthorised representation or the giving or use by it of any information which has not been authorised for such purposes by the Issuer, the Guarantors or the Dealers;
• (xi) agrees that it will immediately give notice to the Issuer, the Guarantors and the relevant Dealers if at any time it becomes aware or suspects that it is or may be in violation of any Rules or the terms of these Authorised Offeror Terms, will take all appropriate steps to remedy such violation and comply with such Rules and these Authorised Offeror Terms in all respects;
• (xii) agrees that it will not give any information other than that contained in this Prospectus (as may be amended or supplemented by the Issuer and/or the Guarantors from time to time) as completed by the relevant Final Terms or make any representation in connection with the offering or sale of, or the solicitation of interest in, the Notes;
• (xiii) agrees that any communication in which it attaches or otherwise includes any announcement published by the Issuer or any Guarantor via Regulatory News Service at the end of the Offer Period will be consistent with the Prospectus as completed by

the relevant Final Terms, and (in any case) must be fair, clear and not misleading and in compliance with the Rules and must state that such Authorised Offeror has provided it independently from the Issuer and the Guarantors and must expressly confirm that neither the Issuer nor the Guarantors have accepted any responsibility for the content of any such communication;

• (xiv) does not use the legal or publicity names of any Dealer, the Issuer, any Guarantor or any other name, brand or logo registered by any entity within their respective groups or any material over which any such entity retains a proprietary interest or in any statements (oral or written), marketing material or documentation in relation to the Notes;
• (xv) during the period of the initial offering of the Notes: (i) only sells the Notes at the Issue Price specified in the applicable Final Terms (unless otherwise agreed with the relevant Dealer); (ii) only sells the Notes for settlement on the Issue Date specified in the applicable Final Terms; (iii) does not appoint any sub-distributors (unless otherwise agreed with the relevant Dealer); (iv) does not pay any fee or remuneration or commissions or benefits to any third parties in relation to the offering or sale of the Notes (unless otherwise agreed with the relevant Dealer); and (v) complies with such other rules of conduct as may be reasonably required and specified by the relevant Dealer;
• (xvi) either (i) obtains from each potential Investor an executed application for the Notes, or (ii) keeps a record of all requests such financial intermediary (x) makes for its discretionary management clients, (y) receives from its advisory clients and (z) receives from its execution-only clients, in each case prior to making any order for the Notes on their behalf, and in each case maintains the same on its files for so long as is required by any applicable Rules; and
• (xvii) agrees and accepts that:
  • (a) the contract between the Issuer, the Guarantors and the financial intermediary formed upon acceptance by the financial intermediary of the Issuer's and Guarantors' offer to use this Prospectus and the relevant Final Terms with its consent in connection with the relevant Public Offer (the "Authorised Offeror Contract") and any non-contractual obligations arising out of or in connection with the Authorised Offeror Contract, shall be governed by, and construed in accordance with, English law;
  • (b) the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Authorised Offeror Contract (including a dispute relating to any non-contractual obligations arising out of or in connection with the Authorised Offeror Contract) and accordingly submits to the exclusive jurisdiction of the courts of England; and
  • (c) each of the Dealers will, pursuant to the Contracts (Rights of Third Parties) Act 1999, be entitled to enforce those provisions of the Authorised Offeror Contract between the Issuer, the Guarantors and the financial intermediary, formed upon acceptance by the financial intermediary of the Issuer's and the Guarantors' offer to use this Prospectus and relevant Final Terms with its consent in connection with the relevant Public Offer, which are, or are expressed to be, for their benefit, including the agreements, representations, warranties, undertakings and indemnity given by the financial intermediary pursuant to the Authorised Offeror Terms;

The financial intermediaries referred to in paragraphs (A)(ii), (iii) and (B) above are together referred to herein as the "Authorised Offerors".

Any financial intermediary falling within paragraph (B) above who wishes to use this Prospectus in connection with a Public Offer as set out above is required, for the duration of the relevant Offer Period, to publish on its website that it is using this Prospectus for such Public Offer in accordance with the consent of the Issuer and the Guarantors and the conditions attached thereto in the following form (with the information in square brackets duly completed with the relevant information) (the "Acceptance Statement"):

"We, [specify legal name of financial intermediary], refer to the offer of [specify title of the relevant Notes] (the "Notes") described in the Prospectus dated [l] 2020 [,as supplemented,] and the Final Terms dated [specify date] (together, the "Prospectus") published by International Personal Finance plc (the "Issuer"). In consideration of the Issuer and the Guarantors offering to grant their consent to our use of the Prospectus in connection with the offer of the Notes (the "Public Offer") in [specify Relevant State(s)] during the Offer Period in accordance with the Authorised Offeror Terms and subject to the other conditions to such consent (as specified in the Prospectus), we accept such offer by the Issuer. We confirm that we are authorised under MiFID II to make, and are using the Prospectus in connection with, the Public Offer accordingly. Terms used herein and otherwise not defined shall have the same meaning as is given to such terms in the Prospectus."

ANY UNNAMED AUTHORISED OFFEROR MUST STATE ON ITS WEBSITE THAT IT IS USING THE BASE PROSPECTUS IN ACCORDANCE WITH THIS CONSENT AND THE CONDITIONS ATTACHED HERETO.

XXX.2B.1 CAT A

Arrangements between the Investor and the financial intermediaries who will distribute the Notes under the Programme

None of the Issuer, the Guarantors or any Dealer has any responsibility for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to such offer or sale.

If an Investor intends to acquire or does acquire any Notes from an Authorised Offeror, an Investor will do so, and offers and sales of the Notes to that Investor by such an Authorised Offeror will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and Investor including as to price, allocations and settlement arrangements. Neither the Issuer nor any Guarantor will be a party to any such arrangements with an Investor in connection with the offer or sale of any Notes and, accordingly, this Prospectus does not contain such information. The information relating to the procedure for making applications will be provided by the relevant Authorised Offeror to an Investor at the relevant time. None of the Issuer, the Guarantors, the Dealers or other Authorised Offeror has any responsibility or liability for such information.

Notice to potential Investors

The Notes may not be a suitable investment for all Investors.

Each potential investor in any Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential Investor should consider, on its own or with the help of its financial or other professional advisers, whether it:

• (i) has sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risks of investing in the relevant Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement or the relevant Final Terms;
• (ii) 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;
• (iii) has sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes, including where principal or interest is payable in one or more currencies, or where the currency for principal or interest payments is different from the potential Investor's currency;
• (iv) understands thoroughly the terms of the relevant Notes and is familiar with the behaviour of any relevant indices and financial markets; and

(v) is 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.

Some Notes are complex financial instruments and such instruments may be purchased by Investors as a way to reduce risk or enhance yield with an understood, measured and appropriate addition of risk to their overall portfolios. A potential Investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of such Notes and the impact this investment will have on the potential Investor's overall investment portfolio.

No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantors, any of the Dealers or the Arranger.

Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no change in the financial position of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.

Neither this Prospectus nor any other information supplied in connection with the offering of any Notes should be considered as a recommendation by the Issuer, any Guarantor, any Dealer or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the Notes should purchase any Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Prospectus and any purchase of Notes should be based upon such investigation as it deems necessary.

The Dealers, the Arranger and the Trustee

None of the Dealers, the Arranger or the Trustee accepts any responsibility for the contents of this Prospectus or for any other statement made or purported to be made by the Arranger, the Trustee or a Dealer or on its behalf in connection with the Issuer, the Guarantors or the issue and offering of the Notes. The Arranger, the Trustee and each Dealer accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Neither this Prospectus nor any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Guarantors, the Arranger, the Trustee or the Dealers that any recipient of this Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers, the Trustee or the Arranger undertakes to review the financial condition or affairs of the Issuer or the Guarantors during the life of the arrangements contemplated by this Prospectus nor to advise any Investor or potential Investor in the Notes of any information coming to the attention of any of the Dealers, the Trustee or the Arranger.

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.

No incorporation of websites

The contents of the websites of the Group do not form part of this Prospectus, and an Investor should not rely on them.

Stabilisation

In connection with the issue of any Tranche, the Dealer or Dealers (if any) appointed as the stabilising manager(s) (the "Stabilising Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) 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, there is no assurance that the Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) will undertake stabilisation action. 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 is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

Forward-looking statements

This Prospectus includes statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking expressions, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will', or 'should' or, in each case, their negative or other variations or similar expressions, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include, but are not limited to, the following: statements regarding the intentions, beliefs or current expectations of the Issuer, the Guarantors and the Group concerning, amongst other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which the Group operates.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, financial condition and liquidity, and the development of the countries and the industries in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this Prospectus. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the countries and the industries in which the Group operates, are consistent with the forward-looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. These and other factors are discussed in more detail under the section headed "Risk Factors". Many of these factors are beyond the control of the Issuer, the Guarantors and the Group. Should one or more of these risks or uncertainties materialise, or should underlying assumptions on which the forwardlooking statements are based prove incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated or expected. Except to the extent required by laws and regulations, the Issuer and the Guarantors do not intend, and do not assume any obligation, to update any forward-looking statements set out in this Prospectus.

This Prospectus is based on English law in effect as of the date of issue of this Prospectus. Except to the extent required by laws and regulations, the Issuer and the Guarantors do not intend, and do not assume any obligation, to update this Prospectus in light of the impact of any judicial decision or change to English law or administrative practice after the date of this Prospectus.

CREST depository interests

In certain circumstances, Investors may also hold interests in the Notes through CREST through the issue of CDIs representing interests in Underlying Notes. CDIs are independent securities constituted under English law and transferred through CREST and will be issued by CREST Depository Limited pursuant to the global deed poll dated 25 June 2001 (as subsequently modified, supplemented and/or restated). Neither the Notes nor any rights attached to the Notes will be issued, settled, held or transferred within the CREST system other than through the issue, settlement, holding or transfer of CDIs. CDI Holders will not be entitled to deal directly in the Notes and, accordingly, all dealings in relation to the Notes will be effected through CREST through the holding of CDIs. An Investor should note that the CDIs are the result of the CREST settlement mechanics and are not the subject of this Prospectus.

TERMS AND CONDITIONS OF THE NOTES

The following is the text of the terms and conditions that, subject to completion in accordance with the provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these terms and conditions as so completed (and subject to simplification by the deletion of nonapplicable provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes or Certificates, as the case may be. References in the Conditions to "Notes" are to the Notes of one Series only, not to all Notes that may be issued under the Programme.

Any Notes issued under the Programme on or after the date of this Prospectus are issued subject to the provisions herein. This does not affect any Notes issued prior to the date of this Prospectus.

These Conditions may be completed in relation to any Series of Notes by the terms of the relevant Final Terms in relation to such Series.

The Notes are constituted by a Trust Deed (as amended or supplemented as at the date of issue of the Notes (the "Issue Date"), the "Trust Deed") dated on or around 13 March 2020 between International Personal Finance plc (the "Issuer"), IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited (as "Guarantors") and The Law Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined below). These terms and conditions (the "Conditions") include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Coupons and Talons referred to below. An Agency Agreement (as amended or supplemented as at the Issue Date, the "Agency Agreement") dated 12 April 2019 has been entered into in relation to the Notes between the Issuer, the Guarantors, the Trustee, Citibank, N.A., London Branch as initial issuing and paying agent and the other agents named in it. The issuing and paying agent, the other paying agents, the registrar, the transfer agents and the calculation agent(s) for the time being (if any) are referred to below respectively as the "Issuing and Paying Agent", the "Paying Agents" (which expression shall include the Issuing and Paying Agent), the "Registrar", the "Transfer Agents" (which expression shall include the Registrar) and the "Calculation Agent(s)". Copies of the Trust Deed and the Agency Agreement are available for inspection during usual business hours at the principal office of the Trustee (presently at Fifth Floor, 100 Wood Street, London EC2V 7EX) and at the specified offices of the Paying Agents and the Transfer Agents and are available to view on the following website (www.ipfin.co.uk).

The Noteholders and the holders of the interest coupons (the "Coupons") relating to interest bearing Notes in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the "Talons") (the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them of the Agency Agreement.

As used in these Conditions, "Tranche" means Notes which are identical in all respects.

1. Form, Denomination and Title

The Notes are issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes") in each case in the Specified Denomination(s) shown hereon, provided that, in the case of any Notes which are to be admitted to trading on a regulated market within the European Economic Area or the United Kingdom or offered to the public in a Member State of the European Economic Area or the United Kingdom in circumstances which require the publication of a Prospectus under the Prospectus Regulation, the minimum Specified Denomination shall be €1,000 (or its equivalent in any other currency as at the date of issue of the relevant Notes).

XIII.4.2(i) CAT B V.4.1(i) CAT B V.4.3(i) CAT A XIII.4.4(i) CAT A

V.4.10 CAT B XIII.4.11 CAT B

XIII.4.7 CAT B V.4.6 CAT B

All Registered Notes shall have the same Specified Denomination.

The Notes are Fixed Rate Notes, Floating Rate Notes or Zero Coupon Notes, depending upon the Interest and Redemption/Payment Basis shown hereon.

Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a Talon) attached, save in the case of Zero Coupon Notes in which case references to interest (other than in relation to interest due after the Maturity Date), Coupons and Talons in these Conditions are not applicable.

Registered Notes are represented by registered certificates ("Certificates") and, save as provided in Condition 2(c), each Certificate shall represent the entire holding of Registered Notes by the same holder.

Title to the Bearer Notes and the Coupons and Talons shall pass by delivery. Title to the Registered Notes shall pass by registration in the register that the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (the "Register"). Except as ordered by a court of competent jurisdiction or as required by law, the holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be treated as its absolute owner for all purposes whether or not it is overdue and regardless of any notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so treating the holder.

In these Conditions, "Noteholder" means the bearer of any Bearer Note or the person in whose name a Registered Note is registered (as the case may be), "holder" (in relation to a Notes Coupon or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name a Registered Note is registered (as the case may be) and capitalised terms have the meanings given to them hereon, the absence of any such meaning indicating that such term is not applicable to the Notes.

2. No Exchange of Notes and Transfers of Registered Notes

• (a) No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes. Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes of another Specified Denomination. Bearer Notes may not be exchanged for Registered Notes.
• (b) Transfer of Registered Notes: One or more Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such Registered Notes to be transferred, together with the form of transfer endorsed on such Certificate (or another form of transfer substantially in the same form and containing the same representations and certifications (if any), unless otherwise agreed by the Issuer), duly completed and executed and any other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of Registered Notes represented by one Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor. All transfers of Notes and entries on the Register will be made subject to the detailed regulations concerning transfers of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee. A copy of the current regulations will be made available by the Registrar to any Noteholder upon request.
• (c) Exercise of Options or Partial Redemption in Respect of Registered Notes: In the case of an exercise of an Issuer's or Noteholder's option in respect of, or a partial redemption of, a holding of Registered Notes represented by a single Certificate, a new Certificate shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed. In the case of a partial exercise of an option resulting in Registered Notes of the same holding having different terms, separate Certificates shall be issued in respect of those Notes of that holding that have the same terms. New Certificates shall only be issued against surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of

Registered Notes to a person who is already a holder of Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding.

• (d) Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions 2(b) or (c) shall be available for delivery within three business days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(e)) and surrender of the Certificate for exchange. Delivery of the new Certificate(s) shall be made at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such form of transfer, Exercise Notice or Certificate shall have been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Transfer Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), "business day" means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).
• (e) Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer, exercise of an option or partial redemption shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or the relevant Transfer Agent may require).
• (f) Closed Periods: No Noteholder may require the transfer of a Registered Note to be registered (i) during the period of 15 days ending on the due date for redemption of that Note, (ii) during the period of 15 days prior to any date on which Notes may be called for redemption by the Issuer at its option pursuant to Condition 6(d) or 6(g), (iii) after any such Note has been called or put for redemption or (iv) during the period of seven days ending on (and including) any Record Date (as defined in Condition 7(b)(ii)).

3. Guarantees and status of Notes

(a) Guarantee: The Guarantors have unconditionally and irrevocably guaranteed, on a joint and several basis, the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Notes and Coupons. Their obligations in that respect (the "Guarantee") are contained in the Trust Deed.

XIII.4.6 CAT A V.4.5 CAT A

VI.1 VI.2 VI.3

(b) Status: The Notes and the Coupons relating to them constitute (subject to Condition 4) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons relating to them and of the Guarantors under the Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer and the Guarantors respectively, present and future.

4. Covenants

(a) Negative Pledge: So long as any of the Notes remain outstanding (as defined in the Trust Deed), the Issuer and the Guarantors will not, and will procure, so far as they can by the proper exercise of voting and other rights or powers of control exercisable by them in relation to their respective Subsidiaries, that no such Subsidiary will, create or permit to subsist any mortgage, charge, pledge, lien or other encumbrance (other than any arising by operation of law) (a "Security Interest") upon the whole or any part of their respective undertakings or assets (present or future) to secure any Relevant Indebtedness (as defined below) or to secure any guarantee or indemnity given by the Issuer or any Guarantor or any of their respective Subsidiaries in respect of any Relevant Indebtedness, without at the same time as, or prior to, the creation of such Security Interest according to the Notes and the Coupons, to the satisfaction of the Trustee, the same security or such other arrangement (whether or not it includes the creation of a Security Interest) as the Trustee shall in its absolute discretion deem not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders save that the Issuer or any Subsidiary may create or have outstanding (without any obligation to secure the Notes or Coupons) a Permitted Security Interest.

In this Condition 4(a):

"Group" has the meaning given to it in Condition 10;

"Permitted Security Interest" means a Security Interest on the undertaking or assets of a company acquired by a member of the Group after the Issue Date, provided that such Security Interest was not created in contemplation of such acquisition and the principal amount secured by such Security Interest is not subsequently increased (or any Security Interest renewing or replacing the same);

"Relevant Indebtedness" means (i) any present or future indebtedness (whether being principal, premium, interest or other amounts) which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities and which is for the time being, or is capable of being, quoted, listed, dealt in or traded on a stock exchange or over the counter or other recognised securities market, and (ii) any guarantee or indemnity in respect of any such indebtedness; and

"Subsidiary" has the meaning given to it in Condition 10.

• (b) Maintenance of Consolidated EBITA to Consolidated Interest Payable Ratio: So long as any of the Notes remains outstanding, the Issuer will not permit the ratio of Consolidated EBITA to Consolidated Interest Payable, as each is determined on a Rolling Twelve Month basis ending as of each Year-End Date and Semi-Annual Date, to be less than 2.0 to 1.0.
• (c) Maintenance of Consolidated Total Borrowings to Consolidated Net Worth Ratio: So long as any of the Notes remains outstanding, the Issuer will not permit the ratio of Consolidated Total Borrowings to Consolidated Net Worth to be greater than 3.75 to 1.0 as of each Year-End Date and Semi-Annual Date.
• (d) Information: The Issuer has agreed in the Trust Deed, so long as any of the Notes remains outstanding:

(i) Financial statements

to supply to the Trustee, as soon as available, but in any event not later than:

• A. 120 days after each Year-End Date, a copy of its annual report containing its audited consolidated and unconsolidated, as applicable, financial statements for that financial year; and
• B. 90 days after each Semi-Annual Date, a copy of its unaudited consolidated interim semi-annual financial statements for that financial half-year;

(ii) Compliance certificate

• A. to supply to the Trustee, with each set of financial statements delivered pursuant to Condition 4(d)(i), a compliance certificate setting out (in reasonable detail) computations as to compliance with Conditions 4(b) and (c) above as at the date as at which those financial statements were drawn up; and
• B. that each compliance certificate shall be signed on behalf of the Issuer (but without personal liability) by two directors or a director and the secretary of the Issuer.

The Trustee shall be entitled to rely on such compliance certificates or any certificate delivered under Condition 4(d)(iii) without further investigation or liability and will not otherwise be responsible for monitoring compliance with Conditions 4(b) and 4(c);

(iii) Requirements as to financial statements

that it shall procure that each set of consolidated financial statements of the Issuer delivered pursuant to Condition 4(d)(i) is prepared using IFRS unless, in relation to any set of financial statements, it gives notice to the Trustee and to the Noteholders in accordance with Condition 16 that there has been a change in generally accepted accounting principles in the United Kingdom and it delivers to the Trustee:

• A. a description of any change necessary for those financial statements to reflect IFRS; and
• B. a certificate signed by two directors or a director and a secretary of the Issuer setting out (in reasonable detail) the relevant computations and certifying that Conditions 4(b) to (d) have been complied with; and

(iv) Information: miscellaneous

to supply to the Trustee a copy of all documents dispatched by the Issuer to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched.

In these Conditions 4(b) to (d):

"Consolidated EBITA" has the meaning given to it in Condition 10;

"Consolidated Interest Payable" means, in respect of any period, the aggregate of all amounts of interest and equivalent financial expenses of the Issuer or its Subsidiaries payable to persons who are not the Issuer or such a Subsidiary (calculated on a consolidated basis but after deducting any interest receivable from persons who are not the Issuer or such a Subsidiary) attributable to such period and shall:

• (a) include without limitation and for the avoidance of doubt, any amounts of such interest and expenses which may have accrued in any such period and which are payable in a later period but are attributable to such period, as determined in accordance with IFRS; and
• (b) exclude any element of interest (explicitly or implicitly) payable or receivable in respect of any lease which would be treated as a balance sheet liability in accordance with IFRS.

In calculating Consolidated Interest Payable for any period, due account shall be taken of (and a consequential adjustment, whether positive or negative, shall be made to reflect) the net benefit or loss (as the case may be) to the Issuer and its Subsidiaries for or in respect of any payments accruing to or from them in such period pursuant to any settlements due on interest rate swaps, hedging or analogous contracts for the mitigation of interest rate fluctuations or movements which they have entered into with third parties in respect of Moneys Borrowed but any item of income or expense that is material (either individually or in aggregate) and either of an unusual or a non-recurring nature shall be excluded, in each case, as determined in accordance with IFRS;

"Consolidated Net Worth" means, at any time, as determined in accordance with IFRS, the aggregate of:

• (i) the amount paid up or credited as paid up on the issued share capital of the Issuer; and
• (ii) the amount standing to the credit of the consolidated capital, revenue and other reserves of the Group (including, without limitation, share premium and retained earnings),

but after:

• (a) deducting all amounts attributable to minority interests;
• (b) excluding any amounts derived from writing up the book value of any fixed assets to the extent otherwise included in paragraph (ii) above (save for amounts arising from a formal revaluation carried out by an independent and duly qualified valuer);
• (c) excluding the effect under IAS 32 and IAS 39 of the fair valuation of derivative assets and liabilities;
• (d) excluding any defined benefit (or similar) pension scheme surplus or deficit and any other items relating to any defined benefit (or similar) pension scheme to the extent otherwise included in paragraph (ii) above; and
• (e) making any such adjustments as may be necessary to measure Moneys Borrowed in accordance with paragraphs (i) and (ii) of the definition of Consolidated Total Borrowings;

"Consolidated Total Borrowings" means, at any time, the aggregate of the amount of Moneys Borrowed of the Issuer and its Subsidiaries determined on a consistent basis (and determined in accordance with IFRS) and eliminating inter-company items and (to the extent not otherwise required by IFRS) items arising under netting arrangements which are subject to contractual rights of set-off (and, excluding, for the avoidance of doubt the capitalized value of any lease which would be treated as a balance sheet liability under IFRS).

For the purposes of this definition:

• (i) Moneys Borrowed shall be measured at their principal amount and not their amortised amount (whether or not such Moneys Borrowed are the subject of a fair value hedge in accordance with IAS 39); and
• (ii) where Moneys Borrowed are denominated in a currency other than sterling and are matched by a cross-currency swap which contains a contracted exchange rate to sterling, such Moneys Borrowed will be translated at the rate of exchange provided in the relevant cross-currency swap contract and not at the closing rate;

"Gross Tangible Assets" has the meaning given to it in Condition 10;

"Group" has the meaning given to it in Condition 10;

"IAS 32" has the meaning given to it in Condition 10;

"IAS 39" has the meaning given to it in Condition 10;

"IFRS" has the meaning given to it in Condition 10;

"Moneys Borrowed" has the meaning given to it in Condition 10;

"Rolling Twelve Months" means a period of twelve consecutive calendar months treated as a single accounting period;

"Semi-Annual Date" means the last day of the first six-month period of each financial year of the Issuer;

"Subsidiary" has the meaning given to it in Condition 10; and

"Year-End Date" means the last day of each financial year of the Issuer.

5. Interest and other Calculations

(a) Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum

V.4.7(ii) CAT B V.4.7(i) CAT C XIII.4.8(ii) CAT B XIII.4.8(i) CAT C

(expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h).

V.4.7(viii) CAT B XIII.4.8(viii) CAT B

V4.7(viii) CAT B XIII.4.8(viii) CAT B

V.4.7(viI) CAT C XIII.4.8(vii) CAT C

(b) Interest on Floating Rate Notes:

• (i) Interest Payment Dates: Each Floating Rate Note bears interest on its outstanding nominal amount from the Interest Commencement Date at the rate per annum (expressed as a percentage) equal to the Rate of Interest, such interest being payable in arrear on each Interest Payment Date. The amount of interest payable shall be determined in accordance with Condition 5(h). Such Interest Payment Date(s) is/are either shown hereon as Specified Interest Payment Dates or, if no Specified Interest Payment Date(s) is/are shown hereon, Interest Payment Date shall mean each date which falls the number of months or other period shown hereon as the Interest Period after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
• (ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Convention specified is (A) the Floating Rate Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event (x) such date shall be brought forward to the immediately preceding Business Day and (y) the subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment, (B) the Following Business Day Convention, such date shall be postponed to the next day that is a Business Day, (C) the Modified Following Business Day Convention, such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding Business Day or (D) the Preceding Business Day Convention, such date shall be brought forward to the immediately preceding Business Day.
• (iii) Rate of Interest for Floating Rate Notes: Where Screen Rate Determination is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified hereon and the provisions below relating to Screen Rate Determination.

(1) Screen Rate Determination (Term Rate) – If Screen Rate Determination – Applicable (Term Rate) is specified hereon as the manner in which the Rate of Interest is to be determined:

• (x) the Rate of Interest for each Interest Accrual Period will, subject as provided below, be either:
  • (1) the offered quotation; or
  • (2) the arithmetic mean 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 as at either 11.00 a.m. (London time in the case of LIBOR or Brussels time in the case of EURIBOR) on the Interest Determination Date in question as determined by the Calculation 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 Calculation Agent for the purpose of determining the arithmetic mean of such offered quotations. If the Reference Rate from time to time in respect of Floating Rate Notes is specified hereon as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as above, with the reference to 11.00 a.m. being taken to be the Relevant Time specified hereon in the Relevant Financial Centre specified hereon.

V.4.7 (xi) CAT B V.4.7 (x) CAT B XIII.4.8 (x) CAT B XIII.4.8 (ix) CAT B

V.4.7 (xi) CAT B V.4.7 (x) CAT B XIII.4.8 (ix) CAT B XIII.4.8 (x) CAT B

• (y) if the Relevant Screen Page is not available or if, sub-paragraph (x)(1) applies and no such offered quotation appears on the Relevant Screen Page or if sub-paragraph (x)(2) above applies and fewer than three such offered quotations appear on the Relevant Screen Page in each case as at the time specified above, subject as provided below, the Calculation Agent shall request, if the Reference Rate is LIBOR, the principal London office of each of the Reference Banks or, if the Reference Rate is EURIBOR, the principal Euro-zone office of each of the Reference Banks, or if the Reference Rate is other than LIBOR or EURIBOR, the principal Relevant Financial Centre's office of each of the Reference Banks, to provide the Calculation Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is other than LIBOR or EURIBOR, at approximately the Relevant Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Rate of Interest for such Interest Accrual Period shall be the arithmetic mean of such offered quotations as determined by the Calculation Agent; and
• (z) if paragraph (y) above applies and the Calculation Agent determines that fewer than two Reference Banks are providing offered quotations, subject as provided below, the Rate of Interest shall be the arithmetic mean of the rates per annum (expressed as a percentage) as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is other than LIBOR or EURIBOR, at approximately the Relevant Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market, or if the Reference Rate is other than LIBOR or EURIBOR, the Relevant Financial Centre's inter-bank market as the case may be, or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, if the Reference Rate is LIBOR, at approximately 11.00 a.m. (London time) or, if the Reference Rate is EURIBOR, at approximately 11.00 a.m. (Brussels time) or, if the Reference Rate is other than LIBOR or EURIBOR, at approximately the Relevant Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Trustee and the Issuer suitable for such purpose) informs the Calculation Agent it is quoting to leading banks in, if the Reference Rate is LIBOR, the London inter-bank market or, if the Reference Rate is EURIBOR, the Euro-zone inter-bank market or, if the Reference Rate is other than LIBOR or EURIBOR, the Relevant Financial Centre's inter-bank market as the case may be, provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different

Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period, in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period).

(2) Screen Rate Determination (Overnight Rate) – If Screen Rate Determination – Applicable (Overnight Rate) is specified hereon as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Accrual Period will be the rate of return of a daily compounded interest investment, as calculated by the Calculation Agent on the Interest Determination Date as follows, with the resulting percentage rounded if necessary to the fifth decimal place (with 0.000005 being rounded upwards):

$$
\left[\prod_{i=1}^{d_0} \left(\mathbb{1} + \frac{\mathsf{SOONIA}_{i \cdot \mathbb{p}\mathbb{L}BD} \times \eta_i}{365}\right) \cdot \mathbb{1}\right] \times \frac{365}{d},
$$

where for the purposes of this Condition 5(iii)(2):

"d" is the number of calendar days in the relevant Interest Accrual Period;

"do" is the number of London Banking Days in the relevant Interest Accrual Period;

"i" is a series of whole numbers from one to do, each representing the relevant London Banking Day in chronolgical order from, and including, the first London Business Day in the relevant Interest Accrual Period;

"London Banking Day" or "LBD" means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for general business and to settle payments in London;

"ni", for any London Banking Day "i", means the number of calendar days from and including such London Banking Day "i" up to but excluding the following London Banking Day;

"Observation Look-back" means the number of days specified as such hereon;

"p" means, in respect of any Interest Accrual Period, the number of London Banking Days included in the Observation Look-back specified in the applicable Final Terms (or, if no such number is specified, five London Banking Days);

"SONIA" means, in respect of any London Banking Day, a reference rate equal to the daily 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 published by such authorised distributors (on the London Banking Day immediately following such London Banking Day), provided that:

(x) if in respect of any relevant London Banking Day, the Calculation Agent determines that the SONIA reference rate is not available on the Relevant Screen Page and has not otherwise been published by the relevant authorised distributors, the SONIA reference rate shall be: (i) the Bank of England's bank rate (the "Bank Rate") prevailing at close of business on the relevant London Business Day; plus (ii) the mean of the spread of the SONIA reference rate to the Bank Rate over the previous five 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;

• (y) notwithstanding paragraph (x) above, in the event the Bank of England publishes guidance as to: (i) how the SONIA reference rate is to be determined; or (ii) any rate that is to replace the SONIA reference rate, the Calculation Agent (or such other party responsible for the calcuation of the Rate of Interest, as specified hereon) shall, to the extent that it is reasonably practicable, follow such guidance in order to determine SONIA for so long as the SONIA reference rate is not available on the Relevant Screen Page and has not otherwise been published by the authorised distributors; and
• (z) in the event that SONIA cannot be determined in accordance with the foregoing provisions, the Rate of Interest shall be (i) that determined as at the last preceding Interest Determination Date; or (ii) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to such Notes for the first Interest Accrual Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Accrual Period but ending on (and excluding) the Interest Commencement Date; and

"SONIAi-pLBD" means, in respect of any London Business Day falling in the relevant Interest Accrual Period, the SONIA reference rate for the London Business Day falling "p" London Business Days prior to the relevant London Business Day "i".

(c) Benchmark Discontinuation

(i) Independent Adviser

If the Issuer determines that a Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, the Issuer shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine a Successor Rate or, failing which, an Alternative Rate (in accordance with Condition 5(c)(ii)), and, in either case, an Adjustment Spread and any Benchmark Amendments (in accordance with Condition 5(c)(iv)). In making such determination, the Independent Adviser appointed pursuant to this Condition 5(c) shall act in good faith and in a commercially reasonable manner as an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Trustee, the Paying Agents, the Noteholders or the Couponholders for any determination made by it, pursuant to this Condition 5(c).

If (x) the Issuer is unable to appoint an Independent Adviser; or (y) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 5(c)(i) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 5(c)(i).

(ii) Successor Rate or Alternative Rate

If the Independent Adviser determines that:

• (A) there is a Successor Rate, then such Successor Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(c)); or
• (B) there is no Successor Rate but that there is an Alternative Rate, then such Alternative Rate and the applicable Adjustment Spread shall subsequently be used in place of the Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for all future payments of interest on the Notes (subject to the operation of this Condition 5(c)).

(iii) Adjustment Spread

The Adjustment Spread (or the formula or methodology for determining the Adjustment Spread) shall be applied to the Successor Rate or the Alternative Rate (as the case may be). If the Independent Adviser is unable to determine the quantum of, or a formula or methodology for determining, such Adjustment Spread, then the Successor Rate or Alternative Rate (as the case may be) will apply without an Adjustment Spread.

(iv) Benchmark Amendments

If any Successor Rate or Alternative Rate and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5(c) and the Independent Adviser determines (A) that amendments to these Conditions, the Trust Deed and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "Benchmark Amendments") and (B) the terms of the Benchmark Amendments, then the Issuer shall, subject to giving notice thereof in accordance with Condition 5(c)(v), without any requirement for the consent or approval of Noteholders or Couponholders, 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 directors of the Issuer pursuant to Condition 5(c)(v), the Trustee shall (at the expense of the Issuer), without any requirement for the consent or approval of the Noteholders or Couponholders, 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 or the Agency Agreement) and the Trustee shall not be liable to any party for any consequences thereof, notwithstanding any provision of this Condition 5(c) to the contrary, 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 or Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.

In connection with any such variation in accordance with this Condition 5(c)(iv), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.

(v) Notices, etc.

Any Successor Rate, Alternative Rate or Adjustment Spread and the specific terms of any Benchmark Amendments determined under this Condition 5(c) will be notified promptly by the Issuer to the Trustee, the Calculation Agent, the Paying Agents and, in accordance with Condition 16, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.

No later than notifying the Trustee of the same, the Issuer shall deliver to the Trustee a certificate signed by two directors 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, (iii) the applicable Adjustment Spread and (iv) the specific terms of the Benchmark Amendments (if any), in each case as determined in accordance with the provisions of this Condition 5(c); and
• (b) certifying that the Benchmark Amendments (if any) are necessary to ensure the proper operation of such Successor Rate or Alternative Rate and (in either case) the applicable 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 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 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 Calculation Agent, the Paying Agents and the Noteholders.

(vi) Survival of Original Reference Rate

Without prejudice to the obligations of the Issuer under Condition 5(c)(i), (ii), (iii) and (iv), the Original Reference Rate and the fallback provisions provided for in Condition 5(b)(iii) will continue to apply unless and until the Issuer determines a Benchmark Event has occurred.

(vii) Definitions:

As used in this Condition 5(c):

"Adjustment Spread" means either (a) a spread (which may be positive, negative or zero) or (b) a formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:

• (A) in the case of a Successor Rate, is formally recommended in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or (if no such recommendation has been made, or in the case of an Alternative Rate);
• (B) the Independent Adviser 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 rate for the Original Reference Rate; or (if the Independent Adviser determines that no such spread is customarily applied)
• (C) the Independent Adviser determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by 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 determines in accordance with Condition 5(c)(ii) is customarily applied in international debt capital markets transactions for the purposes of determining rates of interest (or the relevant component part thereof) in the same Specified Currency as the Notes.

"Benchmark Amendments" has the meaning given to it in Condition 5(c)(iv).

"Benchmark Event" means:

• (1) the Original Reference Rate ceasing to be published for a period of at least 5 Business Days or ceasing to exist; or
• (2) a public statement by the administrator of the Original Reference Rate that it has ceased or that it will cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or
• (3) a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been or will be permanently or indefinitely discontinued; or
• (4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally or in respect of the Notes; or
• (5) it has become unlawful for any Paying Agent, the Calculation Agent, the Issuer or the Trustee to calculate any payments due to be made to any Noteholder using the Original Reference Rate,

provided that, in the case of sub-paragraphs (2), (3) and (4), the Benchmark Event shall occur on the date of the cessation of publication of the Original Reference Rate, the discontinuation of the Original Reference Rate or the prohibition of use of the Original Reference Rate, as the case may be, and not the date of the relevant public statement.

The occurrence of a Benchmark Event shall be determined by the Issuer and promptly notified to the Trustee, the Calculation Agent and the Paying Agents. For the avoidance of doubt, neither the Trustee, the Calculation Agent nor the Paying Agents shall have any responsibility for making such determination.

"Independent Adviser" means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Issuer under Condition 5(c)(i).

"Original Reference Rate" means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes.

"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.

"Successor Rate" means a successor to or replacement of the Original Reference Rate which is formally recommended by any Relevant Nominating Body.

(d) Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be Zero Coupon is repayable prior to the Maturity Date and is not paid when due, the amount due and payable prior to the Maturity Date shall be the Early Redemption Amount of such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of such a Note shall be a rate per annum (expressed as a percentage) equal to the Amortisation Yield (as described in Condition 6(b)(i)).

(e) Accrual of Interest: Interest shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event interest shall continue to accrue (both before and after judgment) at the Rate of Interest in the manner provided in this Condition 5 to the Relevant Date (as defined in Condition 8).

(f) Margin, Maximum/Minimum Rates of Interest and Redemption Amounts and Rounding:

• (i) If any Margin is specified hereon (either (x) generally, or (y) in relation to one or more Interest Accrual Periods), an adjustment shall be made to all Rates of Interest in the case of (x), or the Rates of Interest for the specified Interest Accrual Periods in the case of (y), calculated in accordance with Condition 5(b) above by adding (if a positive number) or subtracting the absolute value (if a negative number) of such Margin, subject always to the next paragraph.
• (ii) If any Maximum or Minimum Rate of Interest or Redemption Amount is specified hereon, then any Rate of Interest or Redemption Amount shall be subject to such maximum or minimum, as the case may be.
• (iii) For the purposes of any calculations required pursuant to these Conditions (unless otherwise specified), (x) all percentages resulting from such calculations shall be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with 0.0000005 of a percentage point being rounded up), (y) all figures shall be rounded to seven significant figures (provided that, if the eighth significant figure is a 5 or greater, the seventh significant figure shall be rounded up) and (z) all currency amounts that fall due and payable shall be rounded to the nearest unit of such currency (with half a unit being rounded up), save in the case of yen, which shall be rounded down to the nearest yen. For these purposes "unit" means the lowest amount of such currency that is available as legal tender in the country of such currency.
• (g) Calculations: The amount of interest payable per Calculation Amount in respect of any Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest, the Calculation Amount specified hereon, and the Day Count Fraction for such Interest Accrual Period, unless an Interest Amount (or a formula for its calculation) is applicable to such Interest Accrual Period, in which case the amount of interest payable per Calculation Amount in respect of such Note for such Interest Accrual Period shall equal such Interest Amount (or be calculated in accordance with such formula). Where any Interest Period comprises two or more Interest Accrual Periods, the amount of interest payable per Calculation Amount in respect of such Interest Period shall be the sum of the Interest Amounts payable in respect of each of those Interest Accrual Periods. In respect of any other period for which interest is required to be calculated, the provisions above shall apply save that the Day Count Fraction shall be for the period for which interest is required to be calculated.
• (h) Determination and Publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts: The Calculation Agent shall, as soon as practicable on each Interest Determination Date, or such other time on such date as the Calculation Agent may be required to calculate any rate or amount, obtain any quotation or make any determination or calculation, determine such rate and calculate the Interest Amounts for the relevant Interest Accrual Period, calculate the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, obtain such quotation or make such determination or calculation, as the case may be, and cause the Rate of Interest and the Interest Amounts for each Interest Accrual Period and the relevant Interest Payment Date and, if required to be calculated, the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount to be notified to the Trustee, the

Issuer, each of the Paying Agents, the Noteholders, any other Calculation Agent appointed in respect of the Notes that is to make a further calculation upon receipt of such information and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination but in no event later than (i) the commencement of the relevant Interest Period, if determined prior to such time, in the case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii) in all other cases, the fourth Business Day after such determination. Where any Interest Payment Date or Interest Period Date is subject to adjustment pursuant to Condition 5(b)(ii), the Interest Amounts and the Interest Payment Date so published may subsequently be amended (or appropriate alternative arrangements made with the consent of the Trustee by way of adjustment) without notice in the event of an extension or shortening of the Interest Period. If the Notes become due and payable under Condition 10, the accrued interest and the Rate of Interest payable in respect of the Notes shall nevertheless continue to be calculated as previously in accordance with this Condition but no publication of the Rate of Interest or the Interest Amount so calculated need be made unless the Trustee otherwise requires. The determination of any rate or amount, the obtaining of each quotation and the making of each determination or calculation by the Calculation Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.

• (i) Determination or Calculation by Trustee: If the Calculation Agent does not at any time for any reason determine or calculate the Rate of Interest for an Interest Accrual Period or any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, the Trustee may do so (or shall appoint an agent on its behalf to do so) and such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, the Trustee shall apply the foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and, in all other respects it shall do so in such manner as it shall deem fair and reasonable in all the circumstances. The Trustee shall not be liable for any delay in so doing or any loss arising as a result thereof.
• (j) Definitions: In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:

"Business Day" means:

• (i) in the case of a currency other than euro, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for such currency; and/or
• (ii) in the case of euro, a day on which the TARGET System is operating (a "TARGET Business Day"); and/or
• (iii) in the case of a currency and/or one or more Business Centres a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in such currency in the Business Centre(s) or, if no currency is indicated, generally in each of the Business Centres.

"Day Count Fraction" means, in respect of the calculation of an amount of interest on any Note for any period of time (from and including the first day of such period to but excluding the last) (whether or not constituting an Interest Period or an Interest Accrual Period, the "Calculation Period"):

(i) if "Actual/Actual" or "Actual/Actual – ISDA" is specified hereon, the actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

• (ii) if "Actual/365 (Fixed)" is specified hereon, the actual number of days in the Calculation Period divided by 365;
• (iii) if "Actual/365 (Sterling)" is specified hereon, the actual number of days in the Calculation 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 hereon, the actual number of days in the Calculation Period divided by 360;
• (v) if "30/360", "360/360" or "Bond Basis" is specified hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

$$\text{Day Count Fraction} = \frac{\text{[360 \times (Y_2 - Y_1)]} + \text{[30 \times (Mz - Mv)]} + \text{(Dz - Dv)}}{360}$$

where:

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

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

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

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

"D1" is the first calendar day, expressed as a number, of the Calculation 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 Calculation 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 hereon, the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:

$$\text{Day Count Fraction} = \underbrace{\left[360 \times (\mathbb{Y}_2 - \mathbb{Y}_1)\right] + \left[30 \times (\mathbb{M}_2 - \mathbb{M}_1)\right] + \left(\mathbb{D}_2 - \mathbb{D}_1\right)}_{\text{360}}$$

where:

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

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

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

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

"D1" is the first calendar day, expressed as a number, of the Calculation 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 Calculation Period, unless such number would be 31, in which case D2 will be 30;

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

Day Count Fraction = [360 x (Y2 –Y1)] + [30 x (M2 – M1)] + (D2 – D1) 360

where:

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

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

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

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

"D1" is the first calendar day, expressed as a number, of the Calculation 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 Calculation 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;

(viii) if "Actual/Actual-ICMA" is specified hereon,

• (a) if the Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and
• (b) if the Calculation Period is longer than one Determination Period, the sum of:
  • (x) the number of days in such Calculation Period falling in the Determination Period in which it begins divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year; and
  • (y) the number of days in such Calculation Period falling in the next Determination Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Periods normally ending in any year

where:

"Determination Period" means the period from and including a Determination Date in any year to but excluding the next Determination Date; and

"Determination Date" means the date(s) specified as such hereon or, if none is so specified, the Interest Payment Date(s).

"Euro-zone" means the region comprised of Member States of the European Union that adopt the single currency in accordance with the Treaty on the Functioning of the European Community, as amended.

"Interest Accrual Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Period Date and each successive period beginning on (and including) an Interest Period Date and ending on (but excluding) the next succeeding Interest Period Date.

"Interest Amount" means:

• (i) in respect of an Interest Accrual Period, the amount of interest payable per Calculation Amount for that Interest Accrual Period and which, in the case of Fixed Rate Notes, and unless otherwise specified hereon, shall mean the Fixed Coupon Amount or Broken Amount specified hereon as being payable on the Interest Payment Date ending the Interest Period of which such Interest Accrual Period forms part; and
• (ii) in respect of any other period, the amount of interest payable per Calculation Amount for that period.

"Interest Commencement Date" means the Issue Date or such other date as may be specified hereon.

"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such hereon or, if none is so specified, (i) if the Specified Currency is Sterling, either (a) if Screen Rate Determination – Applicable (Overnight Rate) is specified hereon, the number of London Banking Days specified as the Observation Look-back hereon (or, if no such number is specified, five London Banking Days) prior to the end of such Interest Accrual Period, or (b) otherwise, the first day of such Interest Accrual Period, or (ii) if the Specified Currency is neither Sterling nor euro, the day falling two Business Days in London for the Specified Currency prior to the first day of such Interest Accrual Period, or (iii) if the Specified Currency is euro, the day falling two TARGET Business Days prior to the first day of such Interest Accrual Period.

"Interest Period" means the period beginning on and including the Interest Commencement Date and ending on but excluding the first Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date.

"Interest Period Date" means each Interest Payment Date unless otherwise specified hereon.

"ISDA Definitions" means the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc.

"Rate of Interest" means the rate of interest payable from time to time in respect of the Notes and that is either specified or calculated in accordance with the provisions hereon.

"Reference Banks" means, in the case of a determination of LIBOR, the principal London office of four major banks in the London inter-bank market and, in the case of a determination of EURIBOR, the principal Euro-zone office of four major banks in the Euro-zone inter-bank market, in each case selected by the Issuer on the advice of an investment bank of international repute or as specified hereon.

"Reference Rate" means either LIBOR, LIBID, EURIBOR, WIBOR, PRIBOR, ROBOR, BUBOR, SONIA, TIIE, STIBOR or LIMEAN, as specified hereon.

V.4.7(vi) CAT B XIII.4.8 (vi) CAT A

"Relevant Financial Centre" has the meaning specified hereon.

"Relevant Screen Page" means such page, section, caption, column or other part of a particular information service as may be specified hereon.

"Relevant Time" has the meaning specified hereon.

"Specified Currency" means the currency specified as such hereon or, if none is specified, the currency in which the Notes are denominated.

"TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (known as TARGET2) System which was launched on 19 November 2007 or any successor thereto.

(k) Calculation Agent: The Issuer shall procure that there shall at all times be one or more Calculation Agents if provision is made for them hereon and for so long as any Note is outstanding (as defined in the Trust Deed). Where more than one Calculation Agent is appointed in respect of the Notes, references in these Conditions to the Calculation Agent shall be construed as each Calculation Agent performing its respective duties under the Conditions. If the Calculation Agent is unable or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of Interest for an Interest Accrual Period or to calculate any Interest Amount, Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, or to comply with any other requirement, the Issuer shall (with the prior approval of the Trustee) appoint a leading bank or financial institution engaged in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the calculation or determination to be made by the Calculation Agent (acting through its principal London office or any other office actively involved in such market) to act as such in its place. The Calculation Agent may not resign its duties without a successor having been appointed as aforesaid.

6. Redemption, Purchase and Options

(a) Final Redemption:

Unless previously redeemed or purchased and cancelled as provided below, each Note shall be finally redeemed on the Maturity Date specified hereon at its Final Redemption Amount (which, unless otherwise provided hereon, is its nominal amount).

V.4.8(i), (ii) CAT B, CAT C XIII.4.9(i) CAT B, CAT C

V.4.9 (i) CAT C

(b) Early Redemption:

• (i) Zero Coupon Notes:
  • (a) The Early Redemption Amount payable in respect of any Zero Coupon Note upon redemption of such Note pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10 shall be the Amortised Face Amount (calculated as provided below) of such Note.
  • (b) Subject to the provisions of sub-paragraph (C) below, the Amortised Face Amount of any such Note shall be the scheduled Final Redemption Amount of such Note on the Maturity Date discounted at a rate per annum (expressed as a percentage) equal to the Amortisation Yield (which, if none is shown hereon, shall be such rate as would produce an Amortised Face Amount equal to the issue price of the Notes if they were discounted back to their issue price on the Issue Date) compounded annually.
  • (c) If the Early Redemption Amount payable in respect of any such Note upon its redemption pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10 is not paid when due, the Early Redemption Amount due and payable in respect of such Note shall be the Amortised Face Amount of such Note as defined in sub-paragraph (B) above, except that such sub-paragraph shall have effect as though the date on which the Note becomes due and payable were the Relevant Date. The calculation of the Amortised Face Amount in accordance with this subparagraph shall continue to be made (both before and after judgment) until the Relevant Date, unless the Relevant Date falls on or after the Maturity Date, in which case the amount due and payable shall be the scheduled Final Redemption Amount of such Note on the Maturity Date together with any interest that may accrue in accordance with Condition 5(c).

Where such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day Count Fraction shown hereon.

• (ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c) or upon it becoming due and payable as provided in Condition 10, shall be the Final Redemption Amount unless otherwise specified hereon.
• (c) Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, on any Interest Payment Date (if the Notes are Floating Rate Notes) or at any time (if the Notes are not Floating Rate Notes), on giving not less than 30 or more than 60 days' notice to the Noteholders (which notice shall be irrevocable) at their Early Redemption Amount (as described in Condition 6(b) above) (together with interest accrued to the date fixed for redemption), if (i) the Issuer satisfies the Trustee immediately before the giving of such notice that it (or, if the Guarantee was called, a Guarantor) has or will become obliged to pay additional amounts as described under Condition 8 as a result of any change in, or amendment to, the laws or regulations of the United Kingdom or any political subdivision or authority thereof or therein having power to tax, including any treaty to which the United Kingdom is a party, or any change in the application or interpretation of such laws or regulations, including a decision of any court or tribunal and any generally published pronouncements by any tax authority, which change, amendment or pronouncement becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Issuer (or the relevant Guarantor(s), as the case may be) taking reasonable measures available to it, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the relevant Guarantor(s), as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this Condition 6(c), the Issuer shall deliver to the Trustee a certificate signed by two directors of the Issuer stating that the obligation referred to in (i) above cannot be avoided by the Issuer (or the relevant Guarantor(s), as the case may be) taking reasonable measures available to it and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the conditions precedent set out in (i) and (ii) above, in which event it shall be conclusive and binding on Noteholders and Couponholders.
• (d) Redemption at the Option of the Issuer: If Call Option is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable notice to the Noteholders redeem all or, if so provided, some of the Notes on any Optional Redemption Date. Any such redemption of Notes shall be at their Optional Redemption Amount together with interest accrued to the date fixed for redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least equal to the Minimum Redemption Amount to be redeemed specified hereon and no greater than the Maximum Redemption Amount to be redeemed specified hereon.

If Make-Whole Redemption is specified hereon, the Issuer may, on giving not less than 15 nor more than 30 days' irrevocable (other than in the circumstances set out in the next sentence) notice to the Noteholders (or such other notice period as may be specified hereon), redeem all or, if so provided, some of the Notes at any time or from time to time (i) where no particular period during which Make-Whole Redemption is applicable is specified, at any time prior to their Maturity Date, or (ii) where Make-Whole Redemption is specified as only being applicable for a certain period, during such period, in each case on the date for redemption specified in such notice (the "Make-Whole Redemption Date") at the Make-Whole Redemption Amount. Any such notice of redemption may, at the Issuer's discretion, be subject to one or more conditions precedent, in which case such notice shall state that, in the Issuer's discretion, the Make-Whole Redemption Date may be delayed by the Issuer until such time following which any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Make-Whole Redemption Date, or by the Make-Whole Redemption Date as so delayed. The Make-Whole Redemption Amount shall be calculated by the Calculation Agent (or such other person as may be agreed between the Issuer and the Calculation Agent from time to time, in which case reference to Calculation Agent in this Condition shall be read as references to such person) and shall be the greater of: (x) 100% of the principal amount of the Notes as at the Make-Whole Redemption Date to be so redeemed and (y) the sum of the then present values of the remaining scheduled payments of principal and interest on such Notes to their Maturity Date (or, if Call Option is specified hereon, the next Optional Redemption Date on which the Issuer may redeem such Notes at their nominal amount) (not including any interest accrued on the Notes to, but excluding, the relevant Make-Whole Redemption Date) each such remaining scheduled payment of principal and interest being discounted to the relevant Make-Whole Redemption Date on an annual basis at the Reference Bond Rate plus the Make-Whole Redemption Margin, if any, specified hereon, plus, in each case, any interest accrued on such Notes to, but excluding, the Make-Whole Redemption Date.

All Notes in respect of which any such notice is given (and not rescinded in accordance with this Condition) shall be redeemed on the later of: (i) the date specified in such notice in accordance with this Condition or (ii) the Make-Whole Redemption Date so delayed in accordance with this Condition.

In the case of a partial redemption the notice to Noteholders shall also contain the certificate numbers of the Bearer Notes, or in the case of Registered Notes shall specify the nominal amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed, which shall have been drawn in such place as the Trustee may approve and in such manner as it deems appropriate, subject to compliance with any applicable laws and stock exchange or other relevant authority requirements.

In this Condition:

"CA Selected Bond" means a government security or securities selected by the Calculation Agent as having an actual maturity comparable with the remaining term of the relevant Notes, that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the remaining term of the relevant Notes;

"Determination Date" means the date which is the fifth Business Day prior to the relevant Make-Whole Redemption Date.

"Make-Whole Redemption Margin" shall be as specified hereon.

"Quotation Time" shall be as specified hereon.

"Reference Bond" shall be as specified hereon or, in case of redemption in full of such bond prior to the Make-Whole Redemption Date, the CA Selected Bond.

"Reference Bond Price" means, with respect to any Make-Whole Redemption Date, (a) the arithmetic average of the Reference Government Bond Dealer Quotations for the Determination Date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (b) if the Calculation Agent obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations.

"Reference Bond Rate" means with respect to any Determination Date, the rate per annum equal to the annual or semi-annual yield (as the case may be) to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for such Determination Date.

"Reference Government Bond Dealer" means each of five banks selected by the Issuer, or their affiliates, which are (A) primary government securities dealers, and their respective successors, or (B) market makers in pricing corporate bond issues.

"Reference Government Bond Dealer Quotations" means, with respect to each Reference Government Bond Dealer and any Determination Date, the arithmetic average, as determined by the Calculation Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its nominal amount) at the Quotation Time on the Determination Date quoted in writing to the Calculation Agent by such Reference Government Bond Dealer.

(e) Redemption at the Option of Noteholders: If Put Option is specified hereon, the Issuer shall, at the option of the holder of any Note, upon the holder of such Note giving not less than 15 nor more than 30 days' notice to the Issuer, redeem such Note on the Optional Redemption Date(s) at its Optional Redemption Amount together with interest accrued to the date fixed for redemption.

To exercise such option the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly completed option exercise notice ("Exercise Notice") in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent (as applicable) within the notice period. No Note or Certificate so deposited and option exercised may be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

V.4.6 CAT B XIII.4.7 CAT B

(f) Redemption Following Change of Control: If Change of Control Put is specified hereon and a Change of Control Put Event occurs, the holder of any such Note will have the option (a "Change of Control Put Option") (unless prior to the giving of the relevant Change of Control Put Event Notice (as defined below) the Issuer has given notice of redemption under Condition 6(c) or 6(d) above) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the Change of Control Put Date (as defined below) at 101% of its nominal amount together with interest accrued to (but excluding) the Change of Control Put Date.

A "Change of Control Put Event" will be deemed to occur if:

• (i) any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 1159 of the Companies Act 2006 as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer, shall become interested (within the meaning of Part 22 of the Companies Act 2006 as amended) in (A) more than 50% of the issued or allotted ordinary share capital of the Issuer or (B) shares in the capital of the Issuer carrying more than 50% of the voting rights normally exercisable at a general meeting of the Issuer (each such event being a "Change of Control");
• (ii) on the date (the "Relevant Announcement Date") that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any), the Notes carry:
  • A. a credit rating from any Rating Agency provided by such Rating Agency at the invitation of the Issuer and any such rating is, within the Change of Control Period, either downgraded by one or more rating categories (from BB+ to BB or such similar lowering) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal) restored to its earlier credit rating or better by such Rating Agency (in each case, regardless of whether any other Rating Agency maintains and does not downgrade any other credit rating assigned to the Notes); or
• B. no credit rating and a Negative Rating Event also occurs within the Change of Control Period; and
• (iii) in making any decision to downgrade or withdraw a credit rating pursuant to paragraph (A) above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement.

Promptly upon the Issuer becoming aware that a Change of Control Put Event has occurred the Issuer shall, and the Trustee, if so requested by the holders of at least one-fifth in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall, (subject in each case to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction) give notice (a "Change of Control Put Event Notice") to the Noteholders in accordance with Condition 16 specifying the nature of the Change of Control Put Event and the procedure for exercising the Change of Control Put Option.

To exercise the Change of Control Put Option, the holder of a Bearer Note must deliver such Note to the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the period (the "Change of Control Put Period") of 30 days after a Change of Control Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a "Change of Control Put Notice"). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Change of Control Put Period (the "Change of Control Put Date"), failing which the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 14) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, on or after the Change of Control Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, receipts issued pursuant to this Condition 6(f) shall be treated as if they were Notes.

To exercise the Change of Control Put Option, the holder of a Registered Note must deposit the Certificate evidencing such Note(s) with the Registrar or any Transfer Agent at its specified office, together with a duly signed and completed Change of Control Put Notice obtainable from the Registrar or any Transfer Agent within the Change of Control Put Period. No Certificate so deposited and option so exercised may be withdrawn without the prior consent of the Issuer. Payment in respect of the Note(s) evidenced by any Certificate so deposited will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Change of Control Put Date by transfer to that bank account and, in every other case, by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register.

The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Change of Control Put Date unless previously redeemed (or purchased) and cancelled.

If 85% or more in principal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 6(f), the Issuer may, on giving not less than 30 nor more than 60 days' notice to the Noteholders (such notice being given within 30 days after the Change of Control Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at 101% of their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase.

The Trustee is under no obligation to ascertain whether a Change of Control Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Change of Control Put Event or Change of Control has occurred, or to seek any confirmation from any Rating Agency pursuant to paragraph (ii) or (iii) above or pursuant to the definition of Negative Rating Event below, and, until it shall have notice pursuant to the Trust Deed to the contrary, the Trustee may assume that no Change of Control Put Event or Change of Control or other such event has occurred.

In this Condition 6(f):

"Change of Control Period" means the period commencing on the Relevant Announcement Date and ending 90 days after the Change of Control or, where a Rating Agency has publicly announced that the Notes are under consideration for rating review or, as the case may be, rating (such public announcement being within the period ending 90 days after the Change of Control), the later of (i) such 90th day after the Change of Control and (ii) the date falling 60 days after such public announcement;

a "Negative Rating Event" shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured and unsubordinated debt of the Issuer, from a Rating Agency or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain such a rating of at least the Negative Rating Event Specified Rating specified hereon (or, where a rating was ascribed to the Notes on the Issue Date (the "Initial Rating"), a rating that is one rating category lower than the Initial Rating) by the end of the Change of Control Period from a Rating Agency;

"Rating Agency" means Moody's Investors Service Limited ("Moody's"), Fitch Ratings Ltd. ("Fitch") or Standard & Poor's Credit Market Services Europe Limited ("S&P") or any of their respective successors or any rating agency (a "Substitute Rating Agency") substituted for any of them by the Issuer from time to time with the prior written approval of the Trustee; and

"Relevant Potential Change of Control Announcement" means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where, within 180 days following the date of such announcement or statement, a Change of Control occurs.

If the rating designations employed by any of Moody's, Fitch or S&P are changed from those which are described in the definition of "Negative Rating Event" above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine the rating designations of Moody's, Fitch or S&P or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody's, Fitch or S&P and this Condition 6(f) shall be construed accordingly.

(g) Clean-up Call Option: If Clean-Up Call Option is specified hereon, if 85% or more in principal amount of the Notes have been redeemed or purchased pursuant to this Condition 6 (other than Condition 6(f)), the Issuer may, on giving not less than 15 nor more than 30 days' notice to the Noteholders (or such other notice period as may be specified hereon), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at 100% of their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase.

• (h) Purchases: The Issuer, the Guarantors and any of their respective Subsidiaries may at any time purchase the Notes (provided that all unmatured Coupons and unexchanged Talons relating thereto are attached thereto or surrendered therewith) in the open market or otherwise at any price.
• (i) Cancellation: All Notes purchased by or on behalf of the Issuer, the Guarantors or any of their respective Subsidiaries may, at the option of the Issuer, be held or may be surrendered for cancellation, in the case of Bearer Notes, by surrendering each such Note together with all unmatured Coupons and all unexchanged Talons to the Issuing and Paying Agent and, in the case of Registered Notes, by surrendering the Certificate representing such Notes to the Registrar and, in each case, if so surrendered, shall, together with all Notes redeemed by the Issuer, be cancelled forthwith (together with all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith). Any Notes so surrendered for cancellation may not be reissued or resold and the obligations of the Issuer in respect of any such Notes shall be discharged. Notes held by or on behalf of the Issuer, the Guarantors or any of its or their respective Subsidiaries shall not entitle the holder to vote at any meeting of Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of Noteholders or for the purposes of Condition 10.

7. Payments and Talons

(a) Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as mentioned below, be made against presentation and surrender of the relevant Notes (in the case of all payments of principal and, in the case of interest, as specified in Condition 7(f)(v)) or Coupons (in the case of interest, save as specified in Condition 7(f)(ii)), as the case may be, at the specified office of any Paying Agent outside the United States by a cheque payable in the relevant currency drawn on, or, at the option of the holder, by transfer to an account denominated in such currency with, a Bank. "Bank" means a bank in the principal financial centre for such currency or, in the case of euro, in a city in which banks have access to the TARGET System.

(b) Registered Notes:

• (i) Payments of principal in respect of Registered Notes shall be made against presentation and surrender of the relevant Certificates at the specified office of any of the Transfer Agents or of the Registrar and in the manner provided in paragraph (ii) below.
• (ii) Interest on Registered Notes shall be paid to the person shown on the Register at the close of business on the fifteenth day before the due date for payment thereof (the "Record Date"). Payments of interest on each Registered Note shall be made in the relevant currency by cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders) of such Note at its address appearing in the Register. Upon application by the holder to the specified office of the Registrar or any Transfer Agent before the Record Date, such payment of interest may be made by transfer to an account in the relevant currency maintained by the payee with a Bank.
• (c) Payments in the United States: Notwithstanding the foregoing, if any Bearer Notes are denominated in U.S. dollars, payments in respect thereof may be made at the specified office of any Paying Agent in New York City in the same manner as aforesaid if (i) the Issuer shall have appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment of the amounts on the Notes in the manner provided above when due, (ii) payment in full of such amounts at all such offices is illegal or effectively precluded by

exchange controls or other similar restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by United States law, without involving, in the opinion of the Issuer, any adverse tax consequence to the Issuer.

• (d) Payments Subject to Fiscal Laws: All payments are subject in all cases to: (i) any applicable fiscal or other laws, regulations and directives; and (ii) any withholding or deduction imposed by Sections 1471 through 1474 of the US Internal Revenue Code of 1986, as amended ("FATCA") or any agreement entered into pursuant to FATCA but, in each case, without prejudice to the provisions of Condition 8. No commission or expenses in each case shall be charged to the Noteholders or Couponholders in respect of such payments. Except to the extent that the Issuer or any Guarantor is required to pay any additional amounts under Condition 8 on account of a withholding or deduction, neither the Issuer nor any Guarantor will be required to pay any additional amounts on account of a withholding or deduction and, accordingly, the Issuer or the relevant Guarantor shall be acquitted and discharged of so much money as is represented by any such withholding or deduction as if such sum had actually been paid to the Noteholder or Couponholder.
• (e) Appointment of Agents: The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent initially appointed by the Issuer and the Guarantors and their respective specified offices are listed below. The Issuing and Paying Agent, the Paying Agents, the Registrar, the Transfer Agents and the Calculation Agent act solely as agents of the Issuer and the Guarantors and do not assume any obligation or relationship of agency or trust for or with any Noteholder or Couponholder. The Issuer and the Guarantors reserve the right at any time with the approval of the Trustee to vary or terminate the appointment of the Issuing and Paying Agent, any other Paying Agent, the Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other Paying Agents or Transfer Agents, provided that the Issuer and the Guarantors shall at all times maintain (i) an Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so require, (v) Paying Agents having specified offices in at least one major European city, and (vi) such other agents as may be required by any other stock exchange on which the Notes may be listed in each case, as approved by the Trustee.

In addition, the Issuer and the Guarantors shall forthwith appoint a Paying Agent in New York City in respect of any Bearer Notes denominated in U.S. dollars in the circumstances described in paragraph (c) above.

Notice of any such change or any change of any specified office shall promptly be given to the Noteholders.

(f) Unmatured Coupons and Unexchanged Talons:

• (i) Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes, such Notes should be surrendered for payment together with all unmatured Coupons (if any) relating thereto, failing which an amount equal to the face value of each missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the amount of such missing unmatured Coupon that the sum of principal so paid bears to the total principal due) shall be deducted from the Final Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as the case may be, due for payment. Any amount so deducted shall be paid in the manner mentioned above against surrender of such missing Coupon within a period of 10 years from the Relevant Date for the payment of such principal (whether or not such Coupon has become void pursuant to Condition 9).
• (ii) Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note unmatured Coupons relating to such Note (whether or not attached) shall become void and no payment shall be made in respect of them.
• (iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating to such Note (whether or not attached) shall become void and no Coupon shall be delivered in respect of such Talon.
• (iv) Where any Bearer Note that provides that the relative unmatured Coupons are to become void upon the due date for redemption of those Notes is presented for redemption without all unmatured Coupons, and where any Bearer Note is presented for redemption without any unexchanged Talon relating to it, redemption shall be made only against the provision of such indemnity as the Issuer may require.
• (v) If the due date for redemption of any Note is not a due date for payment of interest, interest accrued from the preceding due date for payment of interest or the Interest Commencement Date, as the case may be, shall only be payable against presentation (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it, as the case may be. Interest accrued on a Note that only bears interest after its Maturity Date shall be payable on redemption of such Note against presentation of the relevant Note or Certificate representing it, as the case may be.
• (g) Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any Coupons that may have become void pursuant to Condition 9).
• (h) Non-Business Days: If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, "business day" means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for business, in the relevant place of presentation, in such jurisdictions as shall be specified as "Financial Centres" hereon and:
  • (i) (in the case of a payment in a currency other than euro) where payment is to be made by transfer to an account maintained with a bank in the relevant currency, on which foreign exchange transactions may be carried on in the relevant currency in the principal financial centre of the country of such currency; or

V.4.14 CAT A

(ii) (in the case of a payment in euro) which is a TARGET Business Day.

8. Taxation

All payments of principal and interest by or on behalf of the Issuer or any Guarantor in respect of the Notes and the Coupons shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by the United Kingdom or any political subdivision or authority thereof or therein having power to tax unless such withholding or deduction is required by law. In that event, except to the extent that the withholding or deduction is made in respect of FATCA, or any agreement entered into pursuant to FATCA, the Issuer or, as the case may be, the Guarantors shall pay such additional amounts as shall result in the receipt by the Noteholders and Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable with respect to anything done (including any withholding or deduction made) under or pursuant to FATCA or with respect to any Note or Coupon:

(a) Other Connection: presented for payment or held by, or by a third party on behalf of, a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the United Kingdom other than the mere holding of the Note or Coupon; or

• (b) Presentation more than 30 Days after the Relevant Date: presented (or in respect of which the Certificate representing it is presented) for payment more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting it for payment on the last day of such period of 30 days; or
• (c) Declaration of Exemption: presented for payment by, or on behalf of, a holder who would be able to avoid such withholding or deduction by satisfying any statutory requirements (including but not limited to obtaining and/or presenting any form of certificate) or by making a declaration or any other statement or claim for exemption (including, but not limited to, a declaration of non residence), but fails to do so.

As used in these Conditions, "Relevant Date" in respect of any Note or Coupon means the date on which payment in respect of it first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seven days after that on which notice is duly given to the Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being made in accordance with the Conditions, such payment will be made, provided that payment is in fact made upon such presentation. References in these Conditions to (i) "principal" shall be deemed to include any premium payable in respect of the Notes, all Final Redemption Amounts, Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all other amounts in the nature of principal payable pursuant to Condition 6 or any amendment or supplement to it, (ii) "interest" shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 5 or any amendment or supplement to it and (iii) "principal" and/or "interest" shall be deemed to include any additional amounts that may be payable under this Condition or any undertaking given in addition to or in substitution for it under the Trust Deed. For the avoidance of doubt, any withholding or deduction made in respect of any agreement entered into pursuant to FATCA shall be treated as a withholding or deduction required by law.

9. Prescription

Claims against the Issuer or any Guarantor for payment in respect of the Notes and Coupons (which, for this purpose, shall not include Talons) and the Guarantee shall be prescribed and become void unless made within 10 years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them.

10. Events of Default

If any of the following events (each an "Event of Default") occurs, the Trustee at its discretion may, and if so directed by the holders of at least one-fifth in nominal amount of the Notes then outstanding or by an Extraordinary Resolution of the Noteholders shall, subject to being indemnified and/or secured and/or prefunded to its satisfaction (but, in the case of the happening of any of the events mentioned in paragraph (b) below and, in relation to a Material Subsidiary, any of the events mentioned in paragraphs (c) to (i) inclusive below, only if the Trustee shall have certified in writing that such event is, in its opinion, materially prejudicial to the interests of the Noteholders), give notice to the Issuer that the Notes are, and they shall immediately become, due and payable at their Early Redemption Amount together (if applicable) with accrued interest:

V.4.6 CAT B XIII.4.7 CAT B

V.4.7(v) CAT B XIII.4.8(v) CAT B

• (a) default is made for more than 14 days (in the case of interest) or seven days (in the case of principal) in the payment on the due date of interest or principal in respect of any of the Notes;
• (b) the Issuer or any Guarantor fails to perform or observe any of its other obligations under these Conditions or the Trust Deed and (except where the Trustee considers such failure to be incapable of remedy) such failure continues for the period of 30 days after written notice of such failure shall have been given to the Issuer and the Guarantors by the Trustee requiring the same to be remedied;
• (c) any Moneys Borrowed owing by the Issuer or any Guarantor or any Material Subsidiary is validly declared to be due and payable prior to the date on which the same would

otherwise become due and payable by reason of an event of default (howsoever described) in relation thereto or the Issuer or any Guarantor or Material Subsidiary defaults in the repayment of any Moneys Borrowed at the maturity thereof as extended by any applicable grace period (or in the case of any Moneys Borrowed payable on demand, within seven days of such demand) or if any guarantee or indemnity in respect of Moneys Borrowed of any party given by the Issuer or any Guarantor or any Material Subsidiary shall not be paid when due and called upon (as extended by any applicable grace period), provided that the aggregate amount of the relevant Moneys Borrowed, guarantees and indemnities in respect of which one of the events mentioned in this paragraph (c) has occurred exceeds £5,000,000 (or its equivalent in any other currency or currencies as at the date the same became due and payable or the relevant event of default occurs or such payment is not made) and, in any such case, the liability of the Issuer, Guarantor or Material Subsidiary is not being contested in good faith;

• (d) an administrator is appointed in relation to the Issuer or any Guarantor or any Material Subsidiary or a final order is made or an effective resolution is passed for the windingup or dissolution of the Issuer or any Guarantor or any Material Subsidiary or other analogous bankruptcy or insolvency proceedings and, where possible, is not discharged or stayed within a period of 30 days (in each case except for the purposes of and followed by a reconstruction, amalgamation, reorganisation, consolidation or voluntary winding-up either (i) on terms previously approved by the Trustee in writing or by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Material Subsidiary (other than a Guarantor), the result of which will be that all or substantially all of the Material Subsidiary's assets and undertaking will be transferred to or otherwise be vested in another solvent entity within the Group which is or thereupon becomes a Material Subsidiary. If any two directors of such transferee entity certify that, in their opinion, such entity is solvent, the Trustee shall be entitled to rely on such certification without further investigation or liability);
• (e) the Issuer or any Guarantor or Material Subsidiary becomes insolvent within the meaning of Section 123(1)(e) of the Insolvency Act 1986 or is determined by any competent court to be insolvent or bankrupt;
• (f) any kind of composition, scheme of arrangement, compromise or other similar arrangement involving the Issuer or any Guarantor or Material Subsidiary and its non-Group creditors generally is entered into or made or any moratorium is agreed or is declared or comes into effect in relation to all or substantially all of the debts of the Issuer or any Guarantor or Material Subsidiary owing to non-Group creditors (in each case except for the purposes of and followed by a reconstruction, amalgamation, reorganisation, consolidation or voluntary winding-up either (i) on terms previously approved by the Trustee in writing or by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Material Subsidiary (other than a Guarantor), the result of which will be that all or substantially all of the Material Subsidiary's assets and undertaking will be transferred to or otherwise be vested in another solvent entity within the Group which is or thereupon becomes a Material Subsidiary. If any two directors of such transferee entity certify that, in their opinion, such entity is solvent, the Trustee shall be entitled to rely on such certification without further investigation or liability);
• (g) an administrative or other receiver or other similar official is appointed in relation to the whole or substantially the whole of the undertaking, property and assets of the Issuer or any Guarantor or Material Subsidiary as a consequence of bankruptcy or insolvency;
• (h) a distress, execution or any similar proceedings is levied or enforced upon or sued out against or any involuntary public or private sale procedures are commenced in respect of the whole or substantially the whole of the chattels or property of the Issuer or any Guarantor or Material Subsidiary and in any such case is not removed, paid out or discharged within 60 days;
• (i) any present or future Security Interest created or assumed by the Issuer or any Guarantor or any Material Subsidiary becomes enforceable and is enforced in respect of all or a material part of the assets of the Issuer, or such Guarantor or any Material Subsidiary;
• (j) the Issuer or any Guarantor or any Material Subsidiary ceases or threatens (through an action of the board of directors) to cease to carry on business or stops or suspends or threatens (through an action of the board of directors) to stop or suspend payment of its debts generally (in each case except for the purposes of and followed by a reconstruction, amalgamation, reorganisation, consolidation or voluntary winding-up either (i) on terms previously approved by the Trustee in writing or by an Extraordinary Resolution of the Noteholders or (ii) in the case of a Material Subsidiary (other than a Guarantor), the result of which will be that all or substantially all of the Material Subsidiary's assets and undertaking will be transferred to or otherwise be vested in another solvent entity within the Group), if any two directors of such transferee entity certify that, in their opinion, such entity is solvent, the Trustee shall be entitled to rely on such certification without further investigation or liability); or
• (k) any event occurs that under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in paragraphs (e), (f), (g) or (h) above.

In this Condition 10:

"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:

• (i) after adding back (to the extent otherwise deducted) interest payable;
• (ii) before any deduction for or on account of taxation;
• (iii) after adding back (to the extent otherwise deducted) any amount attributable to the impairment of goodwill;
• (iv) after adding back (to the extent otherwise deducted) any amount attributable to the amortisation or impairment of intangible assets;
• (v) 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:
  • (a) 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
  • (b) which is a reversal of any item falling within this paragraph (v); and
• (vi) excluding the effect under IAS 32 and IAS 39 of the fair valuation of derivative assets and liabilities,

all as determined in accordance with IFRS.

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

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

as determined in accordance with IFRS.

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

"IAS 32" means International Accounting Standard 32 (Financial Instruments: Disclosure and Presentation), as in force at 31 December 2019 and as applied by the Issuer in connection with the preparation of its annual audited financial statements for the financial years ended 31 December 2019.

"IAS 39" means International Accounting Standard 39 (Financial Instruments: Recognition and Measurement), as in force at 31 December 2019 and as applied by the Issuer in connection with the preparation of its annual audited financial statements for the financial years ended 31 December 2019.

"IFRS" means international accounting standards within the meaning of Regulation 1606/2002 on the Application of International Accounting Standards as applied by the Issuer in connection with the preparation of its annual audited financial statements for the financial year ended 31 December 2019.

A company is a "Subsidiary" of another company, if that other company:

• (i) holds a majority of the voting rights in it;
• (ii) is a member of it and has the right to appoint or remove a majority of its board of directors; or
• (iii) is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it,

or if it is a Subsidiary of a company that is itself a Subsidiary of that other company.

"Material Subsidiary" means each Subsidiary of the Issuer from time to time, whether owned at the date of the issuance of Notes or acquired subsequently:

• (i) whose Gross Tangible Assets represents 5% 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 of the Issuer; or
• (ii) 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 5% or more of Consolidated EBITA, immediately before the relevant company becomes a Subsidiary of the Issuer in the case of an acquired Subsidiary of the Issuer.

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.

A certificate of two directors or a director and a secretary of the Issuer or any Guarantor (as the case may be) listing their respective Subsidiaries and stating that in their opinion a Subsidiary is or is not or was or was not at any particular time or throughout any particular period a Material Subsidiary shall, in the absence of manifest error, be conclusive and binding on all parties.

"Moneys Borrowed" of any person means, without duplication:

• (i) any indebtedness for moneys borrowed of such person including, without limitation, indebtedness created by means of acceptances, the issue of loan stock and any liability evidenced by bonds, debentures, notes or similar instruments; and
• (ii) any guarantees or indemnities given by such person in respect of any obligations described in paragraph (i) or (ii) above of another person not being a member of the Group (it being understood that the liability on any date in respect of any guarantee of obligations under a credit facility shall be an amount equal to the funded obligations for Moneys Borrowed under such facility as of such date).

11. Meetings of Noteholders, Modification, Waiver and Substitution

(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Trust Deed) of a modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting may be convened by Noteholders holding not less than 10% in nominal amount of the Notes for the time being outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution shall be two or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the nominal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, inter alia, (i) to amend the dates of maturity or redemption of the Notes or any date for payment of interest or Interest Amounts on the Notes, (ii) to reduce or cancel the nominal amount of, or any premium payable on redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or basis of calculating the rate or rates or amount of interest or the basis for calculating any Interest Amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown hereon, to reduce any such Minimum and/or Maximum, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the Early Redemption Amount or the Optional Redemption Amount, including the method of calculating the Amortised Face Amount, (vi) to vary the currency or currencies of payment or denomination of the Notes, (vii) to modify or cancel the Guarantee (other than in circumstances described in Condition 11(c) below), or (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass the Extraordinary Resolution, in which case the necessary quorum shall be two or more persons holding or representing not less than 75%, or at any adjourned meeting not less than 25%, in nominal amount of the Notes for the time being outstanding. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders.

The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of not less than 75% in nominal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

(b) Modification of the Trust Deed: The Trustee may agree, without the consent of the Noteholders or Couponholders, to (i) any modification of any of the provisions of the Trust Deed that is, in its opinion, of a formal, minor or technical nature or is made to correct a manifest error, and (ii) any other modification (except as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed breach, of any of the provisions of the Trust Deed that is in the opinion of the Trustee not materially prejudicial to the interests of the Noteholders. Any such modification, authorisation or waiver shall be binding on the Noteholders and the Couponholders and, if the Trustee so requires, such modification shall be notified to the Noteholders as soon as practicable.

In addition, the Trustee shall be obliged to concur with the Issuer in effecting any modifications as set out in Condition 5(c)(iv) without the consent of the Noteholders and Couponholders.

(c) Substitution: The Trust Deed contains provisions permitting 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 or the Couponholders, to the substitution of the Issuer's successor in business or any Subsidiary (as defined in the Trust Deed) of the Issuer or its successor in business in place of the Issuer, or of any previous substituted company, as principal debtor under the Trust Deed and the Notes. The Trust Deed also contains provisions requiring the Trustee to agree, without the consent of the Noteholders or the Couponholders, to the release of a guarantor in certain circumstances. In addition the Trust Deed contains provisions requiring the Issuer to procure the accession of a new guarantor in certain circumstances. Any such release or accession will occur if there is a release of a guarantor, or the accession of a new guarantor, under the terms of the Issuer's multi-currency facilities agreement dated 18 November 2010 (as subsequently amended, restated, modified, re-financed or replaced from time to time, the "Facilities Agreement") and will take effect as soon as is reasonably practicable following such release or accession under the Facilities Agreement. The Issuer will provide to the Trustee not less than 45 days' notice of any planned change of guarantor under the Facilities Agreement before any such change is to take effect under the Facilities Agreement.

(d) Entitlement of the Trustee: In connection with the exercise of its functions (including but not limited to those referred to in this Condition) the Trustee shall have regard to the interests of the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.

12. Enforcement

At any time after the Notes become due and payable, the Trustee may, at its discretion and without further notice, institute such proceedings against the Issuer and/or any Guarantor as it may think fit to enforce the terms of the Trust Deed, the Notes and the Coupons, but it need not take any such proceedings unless (a) it shall have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders holding at least one-fifth in nominal amount of the Notes outstanding, and (b) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. No Noteholder or Couponholder may proceed directly against the Issuer or any Guarantor unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time and such failure is continuing.

13. Indemnification of the Trustee

The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility. The Trustee is entitled to enter into business transactions with the Issuer, the Guarantors and any entity related to the Issuer or any Guarantor without accounting for any profit.

The Trustee may rely without liability to Noteholders or Couponholders on a report, confirmation or certificate or any advice of any accountants, financial advisers, financial institution or any other expert, whether or not addressed to it and whether their liability in relation thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee or in any other manner) by reference to a monetary cap, methodology or otherwise. The Trustee may accept and shall be entitled to rely on any such report, confirmation or certificate or advice and such report, confirmation or certificate or advice shall be binding on the Issuer, the Guarantors, the Trustee and the Noteholders. However, the Trustee will have no recourse to the Issuer's auditors in respect of such certificates or reports unless the Issuer's auditors have agreed to address such certificates or reports to the Trustee.

14. Replacement of Notes, Certificates, Coupons and Talons

If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may be replaced, subject to applicable laws, regulations and stock exchange or other relevant authority regulations, at the specified office of the Issuing and Paying Agent in Luxembourg (in the case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be designated by the Issuer for the purpose and notice of whose designation is given to Noteholders, in each case on payment by the claimant of the fees and costs incurred in connection therewith and on such terms as to evidence, security and indemnity (which may provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or Talon is subsequently presented for payment or, as the case may be, for exchange for further Coupons, there shall be paid to the Issuer on demand the amount payable by the Issuer in respect of such Notes, Certificates, Coupons or further Coupons) and otherwise as the Issuer may require. Mutilated or defaced Notes, Certificates, Coupons or Talons must be surrendered before replacements will be issued.

15. Further Issues

The Issuer may from time to time without the consent of the Noteholders or Couponholders create and issue further securities either having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest on them) and so that such further issue shall be consolidated and form a single series with the outstanding securities of any series (including the Notes) or upon such terms as the Issuer may determine at the time of their issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes. Any further securities forming a single series with the outstanding securities of any series (including the Notes) constituted by the Trust Deed or any deed supplemental to it shall, and any other securities may (with the consent of the Trustee), be constituted by the Trust Deed. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of securities of other series where the Trustee so decides.

16. Notices

Notices to the holders of Registered Notes shall be mailed to them at their respective addresses in the Register and deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. Notices to the holders of Bearer Notes shall be valid if published in a daily newspaper of general circulation in London (which is expected to be the Financial Times). If in the opinion of the Trustee any such publication is not practicable, notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made, as provided above.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of Bearer Notes in accordance with this Condition.

17. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

18. Governing Law and Jurisdiction

(a) Governing Law: The Trust Deed, the Notes, the Coupons and the Talons and any non-contractual obligations arising out of or in connection with them are governed by, and shall be construed in accordance with, English law.

V.4.2 CAT A XIII.4.3 CAT A

(b) Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with any Notes, Coupons or Talons and accordingly any legal action or proceedings arising out of or in connection with any Notes, Coupons or Talons ("Proceedings") may be brought in such courts. The Issuer and the Guarantors have in the Trust Deed irrevocably submitted to the jurisdiction of such courts.

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

1. Initial Issue of Notes

Each Series of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a "Temporary Global Note") or a permanent global note in bearer form (each a "Permanent Global Note" (and, together with a Temporary Global Note, the "Global Notes")). Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates ("Global Certificates"). If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche (as defined in "Summary") to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates will be deposited on the issue date of the relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. If the Global Certificates are stated in the applicable Final Terms to be issued under the New Safekeeping Structure ("NSS"), the Global Certificates will be delivered on or prior to the original issue date of the Tranche to the Common Safekeeper. The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in this Section.

Where the Notes issued in respect of any Tranche are in NGN form or are held under the NSS, Euroclear and Clearstream, Luxembourg will be notified by or on behalf of the Issuer whether or not such Notes are intended to be held in a manner which would allow Eurosystem eligibility. Neither depositing the Global Notes or Global Certificates (as the case may be) with the Common Safekeeper nor indicating that they are to be held in a manner which would allow Eurosystem eligibility 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 satisfaction of the Eurosystem eligibility criteria.

Global Notes which are issued in CGN form and Global Certificates may be delivered on or prior to the original issue date of the Tranche to a Common Depositary (other than Global Certificates in NSS form, which shall be delivered to a Common Safekeeper).

If the Global Note is a CGN, upon the initial deposit of a Global Note with a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or registration of Registered Notes in the name of any nominee for Euroclear and Clearstream, Luxembourg and delivery of the related Global Certificate to the Common Depositary, Euroclear or Clearstream, Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed and paid. If the Global Note is an NGN, the nominal amount of the Notes shall be the aggregate amount from time to time entered in the records of Euroclear or Clearstream, Luxembourg. The records of such clearing system shall be conclusive evidence of the nominal amount of Notes represented by the Global Note and a statement issued by such clearing system at any time shall be conclusive evidence of the records of the relevant clearing system at that time.

Notes that are initially deposited with the Common Depositary may also be credited to the accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such other clearing systems. Conversely, Notes that are initially deposited with any other clearing system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream, Luxembourg or other clearing systems.

2. Relationship of Accountholders with Clearing Systems

Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other permitted clearing system ("Alternative Clearing System") as the holder of a Note represented by a Global Note or a Global Certificate must look solely to Euroclear, Clearstream, Luxembourg or any such Alternative Clearing System (as the case may be) for his share of each payment made by the Issuer to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, and in relation to all other rights arising under the Global Notes or Global Certificates, subject to and in accordance with the respective rules and procedures of Euroclear, Clearstream, Luxembourg, or such Alternative Clearing System (as the case may be). Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note or Global Certificate and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note or the holder of the underlying Registered Notes, as the case may be, in respect of each amount so paid.

In certain circumstances, Investors may also hold interests in the Notes through CREST through the issuance of CDIs, representing interests in the underlying Notes. CDIs are constituted under English law and transferred through CREST and will be issued by the CREST Depository pursuant to the CREST Deed Poll. Neither the Notes nor any rights attached thereto will be issued, settled, held or transferred within the CREST system other than through the issue, settlement holding or transfer of CDIs. CDI holders will not be entitled to deal directly in the Notes and, accordingly, all dealings in the Notes will be effected through CREST in relation to the holding of CDIs.

3. Exchange

3.1 Temporary Global Notes

Each Temporary Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date:

• (i) if the relevant Final Terms indicates that such Global Note is issued in compliance with TEFRA C or in a transaction to which TEFRA is not applicable (as to which, see "Summary – Element C.5"), in whole, but not in part, for the Definitive Notes defined and described below; and
• (ii) otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement for interests in a Permanent Global Note or, if so provided in the relevant Final Terms, for Definitive Notes.

In relation to any issue of Notes which are expressed to be Temporary Global Notes exchangeable for definitive notes, such Notes shall be issued only in a principal amount which is an integral multiple of the Specified Denomination.

3.2 Permanent Global Notes

Each Permanent Global Note will be exchangeable, free of charge to the holder, on or after its Exchange Date in whole but not, except as provided under paragraph 3.4 below, in part for Definitive Notes if the Permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or in fact does so.

In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall be issued in Specified Denomination(s) only. A Noteholder who holds a principal amount of less than the minimum Specified Denomination will not receive a definitive Note in respect of such holding and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more Specified Denominations.

3.3 Global Certificates

If the Final Terms state that the Notes are to be represented by a Global Certificate on issue, the following will apply in respect of transfers of Notes held in Euroclear or Clearstream, Luxembourg or an Alternative Clearing System. These provisions will not prevent the trading of interests in the Notes within a clearing system whilst they are held on behalf of such clearing system, but will limit the circumstances in which the Notes may be withdrawn from the relevant clearing system.

Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition 2(b) may only be made in part:

• (i) if the relevant clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so; or
• (ii) with the consent of the Issuer,

provided that, in the case of the first transfer of part of a holding pursuant to paragraph 3.3(i) above, the Registered Holder has given the Registrar not less than 30 days' notice at its specified office of the Registered Holder's intention to effect such transfer.

3.4 Delivery of Notes

If the Global Note is a CGN, on or after any due date for exchange, the holder of a Global Note may surrender such Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Issuing and Paying Agent. In exchange for any Global Note, or the part thereof to be exchanged, the Issuer will (i) in the case of a Temporary Global Note exchangeable for a Permanent Global Note, deliver, or procure the delivery of, a Permanent Global Note in an aggregate nominal amount equal to that of the whole or that part of a Temporary Global Note that is being exchanged or, in the case of a subsequent exchange, endorse, or procure the endorsement of, a Permanent Global Note to reflect such exchange or (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive Notes or if the Global Note is a NGN, the Issuer will procure that details of such exchange be entered pro rata in the records of the relevant clearing system. In this Prospectus, "Definitive Notes" means, in relation to any Global Note, the definitive Bearer Notes for which such Global Note may be exchanged (if appropriate, having attached to them all Coupons that have not already been paid on the Global Note and a Talon). Definitive Notes will be security printed in accordance with any applicable legal and stock exchange requirements in or substantially in the form set out in the Schedules to the Trust Deed. On exchange in full of each Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with the relevant Definitive Notes.

3.5 Exchange Date

"Exchange Date" means, in relation to a Temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a Permanent Global Note, a day falling not less than 60 days after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Issuing and Paying Agent is located and in the city in which the relevant clearing system is located.

3.6 Crest Depository Interests

Following their delivery into a clearing system, interests in Notes may be delivered, held and settled in CREST by means of the creation of CDIs representing the interests in the relevant Underlying Notes. The CDIs will be issued by the CREST Depository to CDI Holders and will be governed by English law.

The CDIs will represent indirect interests in the interest of the CREST Nominee in the Underlying Notes. Pursuant to the CREST Manual, Notes held in global form may be settled through CREST, and the CREST Depository will issue CDIs. The CDIs will be independent securities, constituted under English law which may be held and transferred through CREST.

Interests in the Underlying Notes will be credited to the CREST Nominee's account with Euroclear and the CREST Nominee will hold such interests as nominee for the CREST Depository which will issue CDIs to the relevant CREST participants.

Each CDI will be treated by the CREST Depository as if it were one Underlying Note, for the purposes of determining all rights and obligations and all amounts payable in respect thereof. The CREST Depository will pass on to CDI Holders any interest or other amounts received by it as holder of the Underlying Notes on trust for such CDI Holder. CDI Holders will also be able to receive from the CREST Depository notices of meetings of holders of Underlying Notes and other relevant notices issued by the Issuer.

Transfers of interests in Underlying Notes by a CREST participant to a participant of Euroclear and/or Clearstream, Luxembourg will be effected by cancellation of the CDIs and transfer of an interest in such Underlying Notes to the account of the relevant participant with Euroclear or Clearstream, Luxembourg.

The CDIs will have the same International Securities Identification Number ("ISIN") as the ISIN of the Underlying Notes and will not require a separate listing on the Official List.

Prospective subscribers for Notes represented by CDIs are referred to Chapter 3 of the CREST Manual which contains the form of the CREST Deed Poll entered into by the CREST Depository. The rights of the CDI Holders will be governed by the arrangements between CREST, Euroclear and/or Clearstream, Luxembourg and the Issuer including the CREST Deed Poll (in the form contained in Chapter 3 of the CREST International Manual (which forms part of the CREST Manual)) executed by the CREST Depository. These rights may be different from those of holders of Notes which are not represented by CDIs.

If issued, CDIs will be delivered, held and settled in CREST, by means of the CREST International Settlement Links Service. The settlement of the CDIs by means of the CREST International Settlement Links Service has the following consequences for CDI Holders:

• (i) CDI Holders will not be the legal owners of the Underlying Notes. The CDIs are separate legal instruments from the Underlying Notes to which they relate and represent an indirect interest in such Underlying Notes.
• (ii) The Underlying Notes themselves (as distinct from the CDIs representing indirect interests in such Underlying Notes) will be held in an account with a custodian. The custodian will hold the Underlying Notes through a clearing system. Rights in the Underlying Notes will be held through custodial and depository links through the appropriate clearing systems. The legal title to the Underlying Notes or to interests in the Underlying Notes will depend on the rules of the clearing system in or through which the Underlying Notes are held.
• (iii) Rights under the Underlying Notes cannot be enforced by CDI Holders except indirectly through the intermediary depositaries and custodians described above. The enforcement of rights under the Underlying Notes will therefore be subject to the local law of the relevant intermediary. The rights of CDI Holders to the Underlying Notes are represented by the entitlements against the CREST Depository which (through the CREST Nominee) holds interests in the Underlying Notes. This could result in an elimination or reduction in the payments that otherwise would have been made in respect of the Underlying Notes in the event of any insolvency or liquidation of a relevant intermediary, in particular where the Underlying Notes held in clearing systems are not held in special purpose accounts and are fungible with other securities held in the same accounts on behalf of other customers of the relevant intermediaries.
• (iv) The CDIs issued to CDI Holders will be constituted and issued pursuant to the CREST Deed Poll. CDI Holders will be bound by all provisions of the CREST Deed Poll and by all provisions of or prescribed pursuant to the CREST Manual and the CREST Rules and CDI Holders must comply in full with all obligations imposed on them by such provisions.
• (v) Potential Investors should note that the provisions of the CREST Deed Poll, the CREST Manual and the CREST Rules contain indemnities, warranties, representations and undertakings to be given by CDI Holders and limitations on the liability of the issuer of the CDIs, the CREST Depository.
• (vi) CDI Holders may incur liabilities resulting from a breach of any such indemnities, warranties, representations and undertakings in excess of the money invested by them. The attention of potential Investors is drawn to the terms of the CREST Deed Poll, the

CREST Manual and the CREST Rules, copies of which are available from CREST at 33 Cannon Street, London EC4M 5SB or by calling +44 (0) 207 849 0000 or from the CREST website at www.euroclear.com/site/public/EUI.

• (vii) Potential Investors should note CDI Holders may be required to pay fees, charges, costs and expenses to the CREST Depository in connection with the use of the CREST International Settlement Links Service. These will include the fees and expenses charged by the CREST Depository in respect of the provision of services by it under the CREST Deed Poll and any taxes, duties, charges, costs or expenses which may be or become payable in connection with the holding of the CDI's through the CREST International Settlement Links Service.
• (viii) Potential Investors should note that none of the Issuer, the Guarantor, the Dealers, the Trustee, the Paying Agent or their respective advisers will have any responsibility for the performance by any intermediaries or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations.
• (ix) Potential Investors should note that Notes issued in Temporary Global Note form exchangeable for a Permanent Global Note will not be eligible for CREST settlement as CDIs. As such, Investors investing in the Underlying Notes through CDIs will only receive the CDIs after such Temporary Global Note is exchanged for a Permanent Global Note, which could take up to 40 days after the issue of the Underlying Notes. It is anticipated that Notes eligible for CREST settlement as CDIs will be issued directly in permanent global form.

4. Amendment to Conditions

The Temporary Global Notes, Permanent Global Notes and Global Certificates contain provisions that apply to the Notes that they represent, some of which modify the effect of the terms and conditions of the Notes set out in this Prospectus. The following is a summary of certain of those provisions:

4.1 Payments

No payment falling due after the Exchange Date will be made on any Global Note unless exchange for an interest in a Permanent Global Note or for Definitive Notes is improperly withheld or refused. Payments on any Temporary Global Note issued in compliance with TEFRA D before the Exchange Date will only be made against presentation of certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement. All payments in respect of Notes represented by a Global Note in CGN form will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of that Global Note to or to the order of the Issuing and Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. If the Global Note is a CGN, a record of each payment so made will be endorsed on each Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. If the Global Note is a NGN, the Issuer shall procure that details of each such payment shall be entered pro rata in the records of the relevant clearing system and in the case of payments of principal, the nominal amount of the Notes recorded in the records of the relevant clearing system and represented by the Global Note will be reduced accordingly. Payments under the NGN will be made to its holder. Each payment so made will discharge the Issuer's obligations in respect thereof. Any failure to make the entries in the records of the relevant clearing system shall not affect such discharge. For the purpose of any payments made in respect of a Global Note, the relevant place of presentation shall be disregarded in the definition of "business day" set out in Condition 7(h) (Non-Business Days).

4.2 Prescription

Claims against the Issuer in respect of Notes that are represented by a Permanent Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) from the appropriate Relevant Date (as defined in Condition 8).

V.4.7(v) CAT B XIII 4.8(v) CAT B

4.3 Meetings

The holder of a Permanent Global Note or of the Notes represented by a Global Certificate shall (unless such Permanent Global Note or Global Certificate represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, the holder of a Permanent Global Note shall be treated as having one vote in respect of each integral currency unit of the Specified Currency of the Notes. (All holders of Registered Notes are entitled to one vote in respect of each integral currency unit of the Specified Currency of the Notes comprising such Noteholder's holding, whether or not represented by a Global Certificate.)

4.4 Cancellation

Cancellation of any Note represented by a Permanent Global Note that is required by the Conditions to be cancelled (other than upon its redemption) will be effected by reduction in the nominal amount of the relevant Permanent Global Note.

4.5 Purchase

Notes represented by a Permanent Global Note may only be purchased by the Issuer or any of its subsidiaries if they are purchased together with the rights to receive all future payments of interest (if any) thereon.

4.6 Issuer's Option

Any option of the Issuer provided for in the Conditions of any Notes while such Notes are represented by a Permanent Global Note shall be exercised by the Issuer giving notice to the Noteholders within the time limits set out in and containing the information required by the Conditions, except that the notice shall not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of an option and accordingly no drawing of Notes shall be required. In the event that any option of the Issuer is exercised in respect of some but not all of the Notes of any Series, the rights of accountholders with a clearing system in respect of the Notes will be governed by the standard procedures 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) or any other Alternative Clearing System (as the case may be).

4.7 Noteholders' Options

Any option of the Noteholders provided for in the Conditions of any Notes while such Notes are represented by a Permanent Global Note may be exercised by the holder of the Permanent Global Note giving notice to the Issuing and Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out in the Conditions substantially in the form of the notice available from any Paying Agent, except that the notice shall not be required to contain the serial numbers of the Notes in respect of which the option has been exercised, and stating the nominal amount of Notes in respect of which the option is exercised and at the same time, where the Permanent Global Note is a CGN, presenting the Permanent Global Note to the Issuing and Paying Agent, or to a Paying Agent acting on behalf of the Issuing and Paying Agent, for notation. Where the Global Note is a NGN, the Issuer shall procure that details of such exercise shall be entered pro rata in the records of the relevant clearing system and the nominal amount of the Notes recorded in those records will be reduced accordingly.

4.8 NGN nominal amount

Where the Global Note is a NGN, the Issuer shall procure that any exchange, payment, cancellation, exercise of any option or any right under the Notes, as the case may be, in addition to the circumstances set out above shall be entered in the records of the relevant clearing systems and upon any such entry being made, in respect of payments of principal, the nominal amount of the Notes represented by such Global Note shall be adjusted accordingly.

4.9 Trustee's Powers

In considering the interests of Noteholders while any Global Note is held on behalf of, or Registered Notes are registered in the name of any nominee for, a clearing system, the Trustee may have regard to any information provided to it by such clearing system or its operator as to the identity (either individually or by category) of its accountholders with entitlements to such Global Note or Registered Notes and may consider such interests as if such accountholders were the holders of the Notes represented by such Global Note or Global Certificate.

4.10 Events of Default

Each Global Note provides that the holder may cause such Global Note, or a portion of it, to become due and repayable in the circumstances described in Condition 10 by stating in the notice to the Issuing and Paying Agent the nominal amount of such Global Note that is becoming due and repayable.

4.11 Notices

So long as any Notes are represented by a Global Note and such Global Note is held on behalf of a clearing system, notices to the holders of Notes of that Series may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions or by delivery of the relevant notice to the holder of the Global Note.

5. Record Date in respect of Registered Notes

Each payment in respect of Registered Notes whilst in global form will be made to, or to the order of, the person whose name is entered on the Register at the close of business on the record date which shall be on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business Day means Monday to Friday inclusive except 25 December and 1 January.

6. Electronic Consent and Written Resolution

While any Global Note is held on behalf of, or any Global Certificate is registered in the name of any nominee for, a clearing system, then:

• (a) approval of a resolution proposed by the Issuer, the Guarantors or the Trustee (as the case may be) 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 75% in nominal amount of the Notes outstanding (an "Electronic Consent") as defined in the Trust Deed) shall, for all purposes (including matters that would otherwise require an Extraordinary Resolution to be passed at a meeting for which the Special Quorum was satisfied), take effect as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held, and shall be binding on all Noteholders and holders of Coupons and Talons whether or not they participated in such Electronic Consent; and
• (b) where Electronic Consent is not being sought, for the purposes of determining whether a Written Resolution (as defined in the Trust Deed) has been validly passed, the Issuer, the Guarantors and the Trustee shall be entitled to rely on consent or instructions given in writing directly to the Issuer, the Guarantors and/or the Trustee, as the case may be, by accountholders in the clearing system with entitlements to such Global Note or Global Certificate or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer, the Guarantors and the Trustee have obtained commercially reasonable evidence to ascertain the validity of such holding and have taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting of such amendment. Any resolution passed in such

manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, "commercially reasonable evidence" includes any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant clearing system, or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear's EUCLID or Clearstream, Luxembourg's CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer and/or the Guarantors shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of less than €100,000 (or its equivalent in another currency) other than in respect of Notes admitted to trading only on a regulated market, or specific segment thereof, to which only qualified investors, as defined in the Prospectus Regulation, have access

Final Terms dated [●]

International Personal Finance plc

Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under the EUR 1,000,000,000 Euro Medium Term Note Programme

PD Reg 22.4 + 26.5 – replication/

[Prohibition of Sales to EEA and 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 European Economic Area ("EEA") or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.]

MiFID II product governance / 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, professional clients and retail clients, each as defined in MiFID II; EITHER¹ [and (ii) all channels for distribution of the Notes are appropriate[, including investment advice, portfolio management, non-advised sales and pure execution services] 2] OR³ [(ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are appropriate – investment advice[,/ and] portfolio management[,/ and][ non-advised sales ][and pure execution services][, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable]]. 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 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[, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable] 4.

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 Prospectus dated [●] 2020 [and the supplement(s) to it dated [●]] which [together]

¹ Include for bonds that are not ESMA complex.

² This list may not be necessary especially for bonds that are not ESMA complex where all channels of distribution may be appropriate.

³ Include for certain ESMA complex bonds. This list may need to be amended, for example, if advised sales are deemed necessary. If there are advised sales, a determination of suitability will be necessary. In addition, if the Notes constitute "complex" products, pure execution services are not permitted to retail without the need to make the determination of appropriateness required under Article 25(3) of MiFID II.

⁴ If the Notes constitute "complex" products, pure execution services are not permitted to retail without the need to make the determination of appropriateness required under Article 25(3) of MiFID II. If there are advised sales, a determination of suitability will be necessary.

constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Prospectus. 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 Prospectus. However, a summary of the issue of the Notes is annexed to these Final Terms. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-newshome.html.]

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated [●] 2020 [and the supplement(s) to it dated [●] [which are incorporated by reference in the Prospectus dated [current date]]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Regulation and must be read in conjunction with the Prospectus dated [current date] [and the supplement(s) to it dated [●]], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the "Prospectus"), save in respect of the Conditions which are extracted from the Prospectus dated [●] 2020 [and the supplement(s) to it dated [●]]. 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 Prospectus [and the supplement(s) dated [●]]. However, a summary of the issue of the Notes is annexed to these Final Terms. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-and-news/news/marketnews/market-news-home.html.]

• 1. (i) Issuer: International Personal Finance plc (ii) Guarantor: IPF Holdings Limited, International Personal
• 1. [(i)] Series Number: [●]

  - (ii) Tranche Number: [●]

Finance Investments Limited, IPF International Limited and IPF Digital Group Limited

-

[(iii) Date on which the Notes [Not Applicable/The Notes shall be become fungible: consolidated, form a single series and be interchangeable for trading purposes with the [●] on [●/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 21 below [which is expected to occur on or about [●]]].]

• 1. Specified Currency or Currencies: [●]
  2. 1. Aggregate Nominal Amount: [●]
     2. [(i)] Series: [●]

     3. [(ii) Tranche: [●]

  3. 1. (i) Specified Denominations: [●]
     2. (ii) Calculation Amount: [●]
  4. 1. (i) Issue Date: [●] V.4.12 CAT ^C

• Issue Price: [●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [●]]

[●] and integral multiples of [●] in excess thereof up to and including [●]. No Notes in definitive form will be issued with a denomination above [●].

V.4.7(ii) CAT B

V.4.1(i) CAT B

V.5.3.1(i) CAT C

V.5.1.2 CAT C

V.4.4 CAT C

V.4.1(i) CAT B XXI

V.4.1(i) CAT B

-

• 134

	(ii)	Interest Commencement Date:	[●/Issue Date/Not Applicable]
8.	Maturity Date:		[●]
9.	Interest Basis:		[[●] per cent. Fixed Rate] [[LIBOR/EURIBOR/SONIA/●] +/– [●] per cent. Floating Rate] [Zero Coupon] (see paragraph [14][15][16] below)
10.		Redemption Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at [100] per cent. of their nominal amount.
11.		Change of Interest Basis:	[Applicable/Not Applicable]
12.		Put/Call Options:	[Investor Put] [Change of Control Put] [Issuer Call] [Make-Whole Redemption] [Clean-up Call Option] [(further particulars specified below)]
13.		Date [Board] approval for issuance of Notes [and Guarantee] obtained:	[●] [and [●], respectively]]

V.4.7(iii) CAT C

V.4.7(i) CAT C

V.4.8(i) CAT C

V.4.7(viii) CAT B

V.4.7(viii) CAT B

V.4.7(ii) CAT B

V.4.7(viii) CAT B

V4.7(ii) CAT B

V.4.7 (ii) CAT B

V.4.7 (ii) CAT B

V.4.7(ii) CAT B

V.4.7(iii), (iv) CAT C

V.4.7(i) CAT C

V.4.7(ii) CAT B

V.4.11 CAT C

V.4.7(ii) CAT B V.4.8(ii) CAT B

V.4.8(ii) CAT B

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	[Applicable/Not Applicable]
	(i)	Rate[(s)] of Interest:	[●] per cent. per annum payable in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	[●] in each year
	(iii)	Fixed Coupon Amount[(s)]:	[●] per Calculation Amount
	(iv)	Broken Amount(s):	[●] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [●]
	(v)	Day Count Fraction:	[Actual/Actual/Actual/Actual – ISDA] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360/360/360/Bond Basis] [30E/360/Eurobond Basis] [30E/360 (ISDA)] [Actual/Actual-ICMA]
	(vi)	[Determination Dates:	[●] in each year]
15.		Floating Rate Note Provisions	[Applicable/Not Applicable]
	(i)	Interest Period(s):	[●]
	(ii)	Specified Interest Payment Dates:	[[●] in each year, subject to adjustment in accordance with the Business Day Convention set out in (v) below]
	(iii)	First Interest Payment Date:	[●]

		Convention]
(vi)	Business Centre(s):	[●]
(vii)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
(viii)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the [Agent]):	[●]
(ix)	Screen Rate Determination:	[Applicable (Term Rate)/Applicable (Overnight Rate)]
	Reference Rate:	[●]
	Relevant Financial Centre:	[●]
	Relevant Time:	[●]

Relevant Screen Page: [●]

16. Zero Coupon Note Provisions [Applicable/Not Applicable]

• (ii) [Reference Price: [●]]
• (iii) [Day Count Fraction in relation to [[Actual/Actual/Actual/Actual ISDA] Early Redemption: [Actual/365 (Fixed)]

(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention]

V.4.7(viii) CAT B

V.4.7(viii) CAT B

V.4.7(viii) CAT B

V.4.7(vii) CAT C

V.4.7(xii) CAT C

V.4.8(ii) CAT B

V.4.8(ii) CAT B

V.4.8(ii) CAT B

V.4.8(i) CAT C

V.4.8(i) CAT C

V.4.8(i) CAT C

V.4.7(ii) CAT B

V.4.7(ii) CAT B

V.4.9(i) CAT C

V.4.7(ii) CAT B

V.4.7(ii) CAT B

V.4.7(ii) CAT B

V.4.7(ii) CAT B

V.4.7(ii) CAT B

Interest Determination Date(s): [[●]/[●] London Banking Days prior to the end of each Interest Accrual Period]

[Observation Look-back: [●] London Banking Days]

(i) Amortisation Yield: [●] per cent. per annum

[Actual/365 (Sterling)] [Actual/360] [30/360/360/360/Bond Basis] [30E/360/Eurobond Basis] [30E/360 (ISDA)] [Actual/Actual-ICMA]]]

PROVISIONS RELATING TO REDEMPTION

17.	Call Option			[Applicable/Not Applicable]
	(i)	Optional Redemption Date(s): Optional Redemption Amount(s):		[●]
	(ii)			[●] per Calculation Amount
	(iii) If redeemable in part:
		(a)	Minimum Redemption Amount:	[●] per Calculation Amount
		(b)	Maximum Redemption Amount:	[●] per Calculation Amount
	(iv)	Notice period:		[●]

(iv) Interest Period Date: [●]

• (i) Make-Whole Redemption Margin: [●]
• (ii) Quotation Time: [●]
• (iii) Reference Bond: [●]
• (iv) If redeemable in part:
  -
  -
• (v) Notice period: [●]

19. Clean-up Call Option [Applicable/Not Applicable]

Notice period: [●]

• • (a) Optional Redemption [●] Date(s):
  • (b) Optional Redemption [●] per Calculation Amount Date method, if any, of calculation of such amount(s):
  • (c) Notice period: [●]
• (ii) Change of Control Put: [Applicable/Not Applicable]
  • Amount(s):
  • (b) Negative Rating Event [●] Specified Rating (Condition 6(f)):
  • [(c) Put Period: [●]]
  • [(d) Put Date: [●]]

21. Final Redemption Amount [●] per Calculation Amount of each Note:

1. Early Redemption Amount [[●] per Calculation Amount] Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

18. Make-Whole Redemption [Applicable/Applicable from, and including, [●] to, but excluding, [●]/ Not Applicable]

-

• (a) Minimum Redemption: [●] per Calculation Amount Amount:
• (b) Maximum Redemption: [●] per Calculation Amount Amount:

V.4.8(i) CAT C

V.4.8(ii) CAT B

V.4.8(ii) CAT B

V.4.8(i) CAT C

V.4.8(ii) CAT B

V.4.8(ii) CAT B

V. 4.3(i) CAT A

V.4.8(ii) CAT B

V.4.8(i) CAT C

V.4.8(ii) CAT B

1. Put Option [Applicable/Not Applicable]

(i) Investor Put: [Applicable/Not Applicable]

(a) Optional Redemption [101 per cent. per Calculation Amount]

-

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes:

[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]

		[Temporary Global Note exchangeable for Definitive Notes on [●] days' notice]
		[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]
		Registered Notes:
		Global Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg]
24.	Name and address of Registrar:	[Not Applicable]/[●]
25.	New Global Note (Bearer Notes):	[Yes] [No]
26.	Global Certificates (Registered Notes):	[Yes] [No]
27.	New Safekeeping Structure (Registered Notes):	[Yes] [No]
28.	Financial Centre(s):	[Not Applicable/give details]
29.	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	[No/Yes.]
30.	Prohibition of Sales to EEA and UK	[Applicable/Not Applicable]
	Retail Investors:	(If the offer of the Notes do packaged products "Not Applicable" should be specified. If the Notes may constitute "packaged" products and no KID will be prepared, "Applicable" should be specified.)
31.	[Floating Rate Notes only – Benchmark:	Amounts payable under the Notes will be calculated by reference to [●] which is provided by [●]. As at [●], [●] [appears/does not appear] on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of Regulation (EU) 2016/1011 dated 8 June 2016 (the "Benchmarks Regulation")]

V.4.3(ii) CAT C

V.4.3(ii) CAT C

V.4.7(ii) CAT B

V.4.3(ii) CAT C

The Issuer

Signed on behalf of International Personal Finance plc

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

Duly authorised

The Guarantors

Signed on behalf of IPF Holdings Limited

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

Duly authorised

Signed on behalf of International Personal Finance Investments Limited

By: ............................................ Duly authorised

Signed on behalf of IPF International Limited

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

Duly authorised

Signed on behalf of IPF Digital Group Limited

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

Duly authorised

PART B – OTHER INFORMATION

1. LISTING

(i) Admission: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [[the electronic order book for retail bonds of the] London Stock Exchange's regulated market]/[the Regulated Market operated by BondSpot S.A.]/[the Regulated Market operated by the Warsaw Stock Exchange/Euronext Dublin/Nasdaq Stockholm AB]/[●], [a] regulated market[s] operated by [a] member state[s] of the European Union] with effect from [●].]

(ii) Regulated or equivalent markets [Not Applicable]/[●] on which Notes of the same class are already admitted to trading:

2. RATINGS

Ratings: [The Notes to be issued have been rated]/[Notes issued under the Programme are generally rated]:

V.4.1(ii) CAT C

V.4.7(ix) CAT C

V.4.9(i) CAT B V.4.9(i) CAT C

V.3.2 CAT C

XIII.3 CAT C V.3.1 CAT C

V.7.5 CAT A, C

V.6.2 CAT C

V.6.1(i) CAT B XIII.5.1(i) CAT B XIII.5.1 (ii) CAT C XXI

V.4.3(ii) CAT C

[Fitch: [●]]

[Moody's: [●]]]

3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER] [Save as discussed in ["Subscription and Sale"], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer./[●]]

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer:	[●]
(ii)	Use of proceeds:	[●]
[(iii)]	Estimated net proceeds:	[●]
[(iv)]	Estimated total expenses:	[●]

5. Fixed Rate Notes only – YIELD

Indication of yield: [●]

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

6. [Floating Rate Notes only – HISTORIC INTEREST RATES

Details of historic [LIBOR/EURIBOR/SONIA/●] rates can be obtained from [Reuters].]

7. OPERATIONAL INFORMATION

ISIN Code:	[●]
Common Code:	[●]
CFI:	[●]
FISN:	[●]

Any clearing system(s) other than [Not Applicable]/[●] Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

Names and addresses of additional [●] Paying Agent(s) (if any):

Names and addresses of Calculation [●] Agent(s) (if not Citibank, N.A., London Branch):

Intended to be held in a manner which would allow Eurosystem eligibility:

[Yes. 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] 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 ECB being satisfied that Eurosystem eligibility criteria have been met.]

V.5.4.2 CAT C

V.6.3 CAT C

V.5.4.3(i) CAT C

V.5.4.3(i) CAT C

P D Reg 22.4(c)

V.6.3 CAT C

V.5.4.4 CAT C

/[No. 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]. 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.]

8. DISTRIBUTION

• (i) If syndicated:
  • (a) Names and addresses of [●] Dealers and underwriting commitments:
  • (b) Date of [Subscription] [●] Agreement:
  • (c) Names and addresses of [Not Applicable]/[●] Stabilising Manager(s) if any:
• (ii) If non-syndicated, name and [Not Applicable]/[●] address of Dealer:
• of the underwriting commission and of the placing commission:

(iii) Indication of the overall amount [●] per cent. of the Aggregate Nominal Amount

	(iv)		US Selling Restrictions:	[Reg. S Compliance Category [1/2/3]; TEFRA C/TEFRA D/TEFRA not applicable]]
	(v)	Prohibition of Sales to Belgian Consumers:		[Applicable]/[Not Applicable]
	(vi)		Public Offer:	[Applicable]/[Not Applicable]
		(a)	Name, LEI (if applicable) and address of financial intermediaries authorised to offer the Notes:	[●]
		(b)	Country(ies) where the Public Offer [●] (the "Public Offer Jurisdictions") may take place:	[United Kingdom]; [Poland]; [Slovakia]; [Czech Republic]; [Hungary]; [Spain]; [Romania]; [Latvia]; [Estonia]; [Finland]; [Sweden]; [Lithuania]
		(c)	Offer Period:	From [●] to [●].
		(d)	Further conditions attached to the consent to use:	[Not Applicable]/[●]
		(e)	General consent:	[Not Applicable]/[Applicable]
9.			TERMS AND CONDITIONS OF THE OFFER
		Offer Price:		[Issue Price] [●]
			Conditions to which the offer is subject:	[Not Applicable]/[●]
			Description of the application process (including the time period, including any possible amendments, for which the offer will be open):	[Not Applicable]/[●]
			Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	[Not Applicable]/[●]
			Details of the minimum and/or maximum amount of application:	[Not Applicable]/[●]
			Details of the method and time limits for paying up and delivering the Notes:	[Not Applicable]/[●]
			Manner in and date on which results of the offer are to be made public:	[Not Applicable/[●]
			Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:	[Not Applicable]/[●]
			Whether tranche(s) have been reserved for certain countries and, if so, which tranche is so reserved:	[Not Applicable]/[●]
			Process for notification to applicants of the amount allotted and the indication whether dealing may	[Not Applicable]/[●]

V.5.2.2 CAT C

V.5.2.1 (ii) CAT C

V.5.2.1(i) CAT A PD Reg 22.1(a) V.4.13 CAT A XXX.2A.1 CAT C

XXI

XXX.1.4 CAT A XXI

XXX.1.3 CAT C

XXX.I.5 CAT C

XXX.1.5 CAT C

V.5.3.1(i) CAT C

V.5.1.3 CAT C V.5.1 CAT C V.5.1.4. CAT C

V.5.1.5 CAT C V.5.1.6 CAT C

V.5.1 CAT C

V.5.1.7 CAT C

V.5.1.7 CAT C

V.5.1.8 CAT C

V.5.1 CAT C

begin before notification is made:

Amount of any expenses and taxes [Not Applicable]/[●] specifically charged to the subscriber or purchaser:

V.5.3.1 (iii) CAT C

V.5.4.1 CAT C

Name(s) and address(es), to the [None]/[●] extent known to the Issuer, of the placers in the various countries where the offer takes place.

ANNEX – FORM OF ISSUE SPECIFIC SUMMARY

[●]

FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme with a denomination of at least €100,000 (or its equivalent in another currency) or less than €100,000 if admitted to trading only on a regulated market, or specific segment thereof, to which only qualified investors, as defined in the Prospectus Regulation, have access

Final Terms dated [●]

PD Reg 22.4 + 26.5 -

International Personal Finance plc Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited under the EUR 1,000,000,000 Euro Medium Term Note Programme

[Prohibition of Sales to EEA and 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 European Economic Area ("EEA") or 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 (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.]

MiFID II product governance / 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 MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. 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 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.].

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 Prospectus dated [●] 2020 [and the supplement(s) to it dated [●]] which [together] constitute[s] a base prospectus (the "Prospectus") for the purposes of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Prospectus. 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 Prospectus. The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-and-news/news/market-news/market-newshome.html.

[Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated [●] 2020 [and the supplement(s) to it dated [●]] [which are incorporated by reference in the Prospectus dated [current date]]. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction with the Prospectus dated [current date] [and the supplement(s) to it dated [●], which [together] constitute[s] a base prospectus for the purposes of the Prospectus Regulation (the "Prospectus"), save in respect of the Conditions which are extracted from the Prospectus dated [●] 2020 [and the supplement(s) to it dated [●].] 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 Prospectus [and the supplement(s) dated [●].] The Prospectus has been published on the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/prices-andnews/news/market-news/market-news-home.html.]

1.	[(i)]	Issuer:	International Personal Finance plc
	[[(ii)	Guarantor:	IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited
2.	[(i)]	Series Number:	[●] XXI XIII.4.2(i)
	[(ii)	Tranche Number:	CAT B [●]
	[(iii)	Date on which the Notes become fungible:	[Not Applicable/The Notes shall be consolidated, form a single series and be interchangeable for trading purposes with the [●] on [●/the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph [21] below [which is expected to occur on or about [●] ]].]
3.	Specified Currency or Currencies:		[●]
4.		Aggregate Nominal Amount of Notes:	[●]
	[(i)]	Series:	[●]
	[(ii)	Tranche:	[●]]
5.	Issue Price:		[●] per cent. of the Aggregate Nominal Amount [plus accrued interest from [●]]
6.	(i)	Specified Denominations:	[●]
			[●] and integral multiples of [●] in excess thereof up to and including [●]. No Notes in definitive form will be issued with a denomination above [●]
	(ii)	Calculation Amount:	[●] XIII.4.8(ii) CAT B
7.	(i)	Issue Date:	[●]
	(ii)	Interest Commencement Date:	[●/Issue Date/Not Applicable] XIII.4.8(iii) CAT C
8.	Maturity Date:		[●] XIII.4.9(i) CAT C
9.	Interest Basis:		XIII 4.8(ii) [[●] per cent. Fixed Rate] CAT B [[LIBOR/EURIBOR/SONIA/[●]] +/– [●] per cent. Floating Rate] [Zero Coupon] (see paragraph [14][15][16] below)
10.	Redemption/Payment Basis:		Subject to any purchase and cancellation or XIII.4.9(i) CAT B early redemption, the Notes will be redeemed on the Maturity Date at [100] per cent. of their nominal amount.
11.		Change of Interest Basis:	[Applicable/Not Applicable] XIII.4.8(ii)

CAT B

XIII.4.8(iii) CAT C

XIII.4.8(ii) CAT B

XIII.4.13 CAT C

XIII.4.2(i) CAT B

XIII.4.2(i) CAT B

PD Reg 26.5

XIII.4.1Cat C

XIII.4.5Cat C

12.		Put/Call Options:	[Investor Put] [Change of Control Put] [Issuer Call] [Make-Whole Redemption] [Clean-up Call Option] [(further particulars specified below)]
13.		Date [Board] approval for issuance of Notes [and Guarantee] respectively obtained:	[●] [and [●]]
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.		Fixed Rate Note Provisions	[Applicable/Not Applicable]
	(i)	Rate[(s)] of Interest:	[●] per cent. per annum [payable in arrear on each Interest Payment Date]
	(ii)	Interest Payment Date(s):	[●] in each year
	(iii)	Fixed Coupon Amount[(s)]:	[●] per Calculation Amount
	(iv)	Broken Amount(s):	[●] per Calculation Amount payable on the Interest Payment Date falling [in/on] [●]
	(v)	Day Count Fraction:	[Actual/Actual/Actual/Actual – ISDA] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360/360/360/Bond Basis] [30E/360/Eurobond Basis] [30E/360 (ISDA)] [Actual/Actual-ICMA]
	(vi)	[Determination Dates:	[●] in each year]
15.		Floating Rate Note Provisions	[Applicable/Not Applicable]
	(i)	Interest Period(s):	[●]
	(ii)	Specified Interest Payment Dates:	[[●] in each year, subject to adjustment in accordance with the Business Day Convention set out in (iv) below]
	(iii)	First Interest Payment Date:	[●]
	(iv)	Interest Period Date:	[●]
	(v)	Business Day Convention:	[Floating Rate Convention/Following Business day Convention/Modified Following Business Day Convention/Preceding Business Day Convention]
	(vi)	Business Centre(s):	[●]
	(vii)	Manner in which the Rate(s) of Interest is/are to be determined:	Screen Rate Determination
	(viii)	Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s)	[●]

XIII.4.8(vii) CAT C

XIII.4.8(xi) CAT C XIII.4.8(vii) CAT C

XIII.4.8(vii) CAT C

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(iv) CAT C

XIII.4.8(ii) CAT B

XIII.4.8(vi) CAT A

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.12 CAT C

XIII.4.8(i) CAT C XIII.4.8(iii), (iv) CAT C

XIII.4.8(iii) Cat C

XIII.4.9(i) CAT B

(if not the [Agent]):

(ix) Screen Rate Determination: [Applicable (Term Rate)/Applicable (Overnight Rate)]

– Reference Rate: [●]

– Relevant Financial Centre: [●]

- Relevant time: [●]

- Relevant Screen Page: [●]

• (xi) Minimum Rate of Interest: [●] per cent. per annum
• (xii) Maximum Rate of Interest: [●] per cent. per annum
• (xiii) Day Count Fraction: [●]

16. Zero Coupon Note Provisions [Applicable/Not Applicable]

• (i) Amortisation Yield: [●] per cent. per annum
• (ii) [Reference Price: [●]]
• relation to Early

– Interest Determination Date(s): [●]/[●] London Banking Days prior to the end of each Interest Accrual Period]

XIII 4.8(vii) CAT C XIII.4.8(vii) CAT C XIII.4.8(vii) CAT C

XIII.4.8(vii) CAT C

XIII.4.9(i) CAT C

XIII.4.9(i) CAT B XIII.4.9(i) CAT B XIII.4.9(i) CAT B XIII.4.9(i) CAT C

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(ii) CAT B

XIII.4.8(viii) CAT B

XIII.4.8(viii) CAT B

XIII.4.8(viii) CAT B

XIII.4.10 CAT C

XIII.4.10 CAT C

• [Observation Look-back: [●] London Banking Days]
• (x) Margin(s): [+/-][●] per cent. per annum
  -
  -

(iii) [Day Count Fraction in [[Actual/Actual/Actual/Actual – ISDA]

Redemption Amounts: [Actual/365 (Fixed)] [Actual/360] [Actual/365 (Sterling)] [30/360/360/360/Bond Basis] [30E/360/Eurobond Basis] [30E/360 (ISDA)] [Actual/Actual-ICMA]]]

PROVISIONS RELATING TO REDEMPTION

17. Call Option [Applicable/Not Applicable]

(i) Optional Redemption Date(s): [●]

• (ii) Optional Redemption Amount(s): [●] per Calculation Amount
• (iii) If redeemable in part:
  • (a) Minimum Redemption [●] per Calculation Amount Amount:
  • (b) Maximum Redemption [●] per Calculation Amount Amount:
• (iv) Notice period: [●]

18. Make-Whole Redemption [Applicable/Not Applicable]

• (i) Make-Whole Redemption Margin: [●]
• (ii) Quotation Time: [●]
• (iii) Reference Bond: [●]
• (iv) If redeemable in part:
  -
  -
• (v) Notice period: [●]

19. Clean-up Call Option [Applicable/Not Applicable]

Notice period: [●]

• • (a) Optional Redemption Date(s): [●]
  • (b) Optional Redemption Date [●] per Calculation Amount method, if any, of calculation of such amount(s):
  • (c) Notice period: [●]
• (ii) Change of Control Put: [Applicable/Not Applicable]
  • Amount(s):
  • (b) Negative Rating Event [●] Specified Rating (Condition 6(f)):

[(c) Put Period: [●]]

[(d) Put Date: [●]]

21. Final Redemption Amount [●] per Calculation Amount of each Note:

22. Early Redemption Amount

Early Redemption Amount(s) per [[●] per Calculation Amount] Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes:

[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]

[Temporary Global Note exchangeable for Definitive Notes on [●] days' notice]

[Permanent Global Note exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note]

-

• (a) Minimum Redemption: [●] per Calculation Amount Amount:

• (b) Maximum Redemption: [●] per Calculation Amount Amount:

• Put Option [Applicable/Not Applicable]

(i) Investor Put: [Applicable/Not Applicable]

• -

(a) Optional Redemption 101 per cent. of the Calculation Amount

XIII.4.9(i) CAT B XIII.4.9(i) CAT C XIII.4.9(i) CAT B

XIII.4.9(i) CAT B XIII.4.9(i) CAT C

XIII.4.9(i) CAT C

XIII.4.9(i) CAT B

XIII.4.9(i) CAT B XIII.4.9(i) CAT B

XIII.4.9(i) CAT B

XIII.4.4(i) CAT A Article 22.1 Article 22.1a

XIII.4.4(i) CAT A

XIII.4.9(i) CAT B

-

-

Registered Notes:

[Global Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg]]

XIII.4.4(ii) CAT C XIII.4.4(ii) CAT C

24.	Name and address of Registrar:	Not Applicable]/[●]
25.	New Global Note (Bearer Notes):	[Yes] [No]
26.	Global Certificates (Registered Notes):	[Yes] [No]
27.	New Safekeeping Structure (Registered Notes):	[Yes] [No]
28.	Financial Centre(s):	[Not Applicable/give details]
29.	Talons for future Coupons or attached to Definitive Notes (and dates on which such Talons mature):	[No/Yes]
30.	Prohibition of Sales to EEA and UK Retail Investors:	[Applicable/Not Applicable]
		(If the offer of the Notes do not constitute packaged products "Not Applicable" should be specified. If the Notes may constitute "packaged" products and no KID will be prepared, "Applicable" should be specified.)
31.	[Floating Rate Notes only – Benchmark:	Amounts payable under the Notes will be calculated by reference to [●] which is provided by [●]. As at [●], [●] [appears/does not appear] on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of Regulation (EU) 2016/1011 dated 8 June 2016 (the "Benchmarks Regulation")]

The Issuer

Signed on behalf of International Personal Finance plc

By: ............................................ Duly authorised

The Guarantors

Signed on behalf of IPF Holdings Limited

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

Duly authorised

Signed on behalf of International Personal Finance Investments Limited

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

Duly authorised

Signed on behalf of IPF International Limited

By: ............................................ Duly authorised

Signed on behalf of IPF Digital Group Limited

By: ............................................ Duly authorised

PART B – OTHER INFORMATION

1.	LISTING
	(i)	Admission to trading:	[Application [has been/will be] made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's regulated market]/[the Regulated Market operated by BondSpot S.A.]/[the Regulated Market operated by the Warsaw Stock Exchange/Euronext Dublin/Nasdaq Stockholm AB] [[●], [a] regulated market[s] operated by [a] member state[s] of the European Union] with effect from [●].]
2.	RATINGS
	Ratings:		The Notes to be issued have been rated:
			[Fitch: [●]]
			[Moody's: [●]]

3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER] ["Save as discussed in ["Subscription and Sale"], so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."/[●]]

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

	(i)	Reasons for the offer:	[●]
	(ii)	Use of proceeds:	[●]
	[(iii)]	Estimated net proceeds:	[●]
	[(iv)]	Estimated total expenses:	[●]
5.		[Fixed Rate Notes only – YIELD Indication of yield:	[●]
6.	ISIN:	OPERATIONAL INFORMATION	[●]
		Common Code:	[●]
	CFI:		[●]
	FISN:		[●]
		Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):	[Not Applicable]/[●]
		Names and addresses of additional Paying Agent(s) (if any):	[●]
		[Names and addresses of Calculation Agent(s) (if not Citibank, N.A., London Branch):	[●]

XIII.4.7 CAT B

XIII.5.2 CAT C

XIII.4.2(ii) CAT C

XIII.4.10 CAT C

XIII.3 CAT C

XIII.7.5 CAT A,C

XIII.5.1(i) CAT B XXI

Intended to be held in a manner which would allow Eurosystem eligibility:

[Yes. 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] 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 ECB being satisfied that Eurosystem eligibility criteria have been met.]

/[No. 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]. 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.]

7. DISTRIBUTION

Belgian Consumers:]

US Selling Restrictions: [Reg. S Compliance Category [1/2/3]; TEFRA C/TEFRA D/TEFRA not applicable]

XIII.4.14 CAT A Article 22.1(a)

[Prohibition of Sales to [Applicable/Not Applicable]

GENERAL INFORMATION

• (1) It is expected that each Tranche of the Notes which is to be admitted to the Official List and to trading on the Market will be admitted separately as and when issued, subject only to the issue of a Temporary Global Note or Permanent Global Note (or one or more Certificates) in respect of each Tranche. The listing of the Programme in respect of the Notes is expected to be granted on or about 18 March 2020. Prior to official listing and admission to trading of any Tranche of Notes, however, dealings in such Notes will be permitted by the London Stock Exchange in accordance with its rules. Transactions will normally be effected for delivery on the third working day after the day of the transaction. Notes may also be issued on the basis that they will be admitted to trading by the Regulated Market operated by BondSpot S.A. or the Regulated Market operated by the Warsaw Stock Exchange, Euronext Dublin, Nasdaq Stockholm AB or any member state of the European Union in compliance with the requirements of the Polish Act on Offerings, or on the ORB.
• (2) The Issuer and the Guarantors have obtained all necessary consents, approvals and authorisations in the United Kingdom in connection with the establishment of the Programme. The establishment and update of the Programme was authorised by resolutions of the Board of IPF passed on 12 March 2010 and 20 February 2020, respectively and by the Executive Committee of IPF on 19 April 2010 and 11 March 2020, respectively.
• (3) There has been no significant change in the financial performance of financial position of the Issuer, any of the Guarantors or of the Group and no material adverse change in the prospects of the Issuer, any of the Guarantors or of the Group since 31 December 2019.
• (4) Save as disclosed below, there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened) of which the Issuer is aware during the 12 months preceding the date of this Prospectus, which may have, or have had in the recent past, significant effects on the Issuer and/or the Guarantors and/or the Group's financial position or profitability.

IV.13.6 VI.3

IV.8.1 IV.13.7 VI.3

V.4.11 CAT C VI.3 XIII.4.12 CAT C

V.6.1(i) CAT B

V.6.1(ii) CAT C

• (a) On 24 December 2013 the Group announced that Provident Polska had received a notice from the Polish Office of Competition and Consumer Protection (the "Office"), stating that the way Provident Polska calculates APR amounts to an infringement of consumer interests. The Office subjected Provident Polska to a fine of 12.4 million Polish Zloty (approximately £2.4 million). The Group's appeal of the decision was ultimately dismissed by the Supreme Court and Provident Polska has since paid the fine. Following the initial challenge, Provident Polska modified the structure of its loans to accommodate the possibility of losing the appeal.
• (b) The Office is conducting a comprehensive review of rebating practices by banks and other consumer credit providers on early loan settlement, including those of the Group's Polish businesses. In light of this and a recent European Court of Justice declaratory judgment on the matter, the Group expects new market standard rebating practices to evolve in Poland. When the Group has clarity on the new emerging standards, the Group's Polish businesses will conform their rebating practices accordingly. There is a wide range of possible outcomes from this review. The Group's current expectation is that the annual financial impact is likely to be in the range of £5 million to £15 million and the Group is working on a number of mitigating strategies.
• (c) In early 2017, the Group's home credit company in Poland, Provident Polska, appealed decisions received from the Polish Tax Chamber (the upper tier of the Polish tax authority) with respect to its 2008 and 2009 financial years. The decisions for both years are based on the same reasoning and involve a transfer pricing challenge relating to an intra-group arrangement with a United Kingdom entity together with a challenge to the timing of taxation of home collection fee revenues. As stated in the announcement at the time of the decision in respect of the 2008 financial year (issued on 6 January 2017), the Group disagrees with the interpretation of the tax authority and will defend its position robustly. In order to appeal the decisions, the Group paid the amounts assessed which total £34.2 million comprising tax and associated interest. The Group has received a favourable decision in respect of 2008 and 2009, but such decision is subject to any appeal launched by the Polish Tax Chamber. In addition to 2008 and 2009, financial years 2010 to 2012 have been subject to audit in Poland. In October 2019, the tax audits of 2010, 2011 and 2012 were closed and the Group reached an

agreement with the Polish tax authority regarding treatment of the remaining years up to and including 2017. This resulted in an overall payment of £3.8m for 2010 to 2017. The year 2013 is now statute-barred, but from a technical perspective, years 2014 onwards remain open to audit.

• (d) As previously reported, in late 2017 the European Commission opened a State Aid investigation into the Group Financing Exemption contained in the UK controlled foreign company rules, which were introduced in 2013. In April 2019 the EU announced its finding that the Group Financing Exemption is partially incompatible with EU State Aid rules. In common with other UK-based international companies whose intra-group finance arrangements are in line with current controlled foreign company rules, the Group is affected by this decision. The total tax benefit obtained by the Group in all years as a result of the structure affected by the decision is estimated at up to £13.9 million. The amount repayable by the Group under the decision however is expected to be lower than this as the final decision only found the UK tax regime to be partially incompatible. HMRC has begun a process of gathering information from taxpayers, including IPF, in order to quantify the amount of alleged State Aid received. The UK government has announced that it has filed an annulment application before the General Court of the EU. In common with a number of other affected taxpayers, IPF has also filed its own annulment application. Nevertheless, the amount of finally agreed State Aid will need to be paid by the Group to HMRC in accordance with the State Aid rules pending the hearing of the applications. Based on legal advice received by management regarding the strength of the technical position set out in the annulment applications, it is expected to be more likely than not that any payment that the Group makes to HMRC as a result of the State Aid decision will ultimately be repaid. HMRC has stated that it does not consider that the timing and form of the UK's exit from the EU will have any practical impact on this matter.
• (5) Amounts payable under the Notes may be calculated by reference to EURIBOR, LIBOR, SONIA, LIBID, LIMEAN, WIBOR, PRIBOR, ROBOR, BUBOR, TIIE or STIBOR which are respectively provided by the EMMI, ICE, the BoE, GPW, CFBF, NBR, MNB, BDM and the Swedish Bankers' Association. As at the date of this Prospectus, EMMI, ICE, the BoE, GPW and CFBF appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of the Benchmarks Regulation and the EBF, NBR, MNB, Swedish Bankers' Association and BDM do not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of the Benchmarks Regulation.
• (6) IPF and Provident Financial plc ("Provident Financial") entered into a demerger agreement on 25 June 2007 to effect the demerger of IPF from the Provident Financial group and govern the relationship between their respective groups following the demerger. Pursuant to the demerger agreement, IPF became the owner of the entire issued share capital of Provident International Holdings Limited (which was the then holding company of Provident Financial's international division) and, thereby, its operating subsidiaries. The demerger agreement contains mutual indemnities under which IPF indemnifies the Provident Financial group against certain tax liabilities and liabilities arising in respect of the IPF business and Provident Financial similarly indemnifies the Group against certain tax liabilities and liabilities arising in respect of the businesses carried on by the Provident Financial group. These mutual indemnities are unlimited in terms of amount or duration and are customary for an agreement of this type.
• (7) Save as disclosed above, there are no material contracts entered into other than in the ordinary course of the Issuer's or any of the Guarantors' business, which could result in any member of the Issuer's Group being under an obligation or entitlement that is material to the Issuer's ability to meet its obligations to Noteholders in respect of the Notes being issued.

IV.15 VI.3

(8) Each Bearer Note having a maturity of more than one year and any Coupon and Talon with respect to such a Bearer Note will bear the following legend: "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".

(9) The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems (which are the entities in charge of keeping the records). Interests in the Notes may also be held through the issuance of CDIs representing the underlying Notes. The Common Code, the ISIN and (where applicable) the identification number for any other relevant clearing system for each Series of Notes will be set out in the relevant Final Terms.

The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium, the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy, L-1855 Luxembourg and the address of CREST is Euroclear UK & Ireland, 33 Cannon Street, London EC4M 5SB. The address of any alternative clearing system will be specified in the applicable Final Terms.

• (10) The issue price and the amount of the relevant Notes will be determined, before filing of the relevant Final Terms of each Tranche, based on the prevailing market conditions. The Issuer does not intend to provide any post-issuance information in relation to any issues of Notes.
• (11) For so long as Notes may be issued pursuant to this Prospectus, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Issuer and available at the following website (www.ipfin.co.uk):
  • (i) the Trust Deed (which includes the form of the Global Notes, the definitive Bearer Notes, the Certificates, the Coupons, and the Talons);

IV.17 VI.4.1

IV.13.3.1 PRS.5.4(2)(8)

• (ii) the Agency Agreement;
• (iii) the Memorandum and Articles of Association of the Issuer;
• (iv) the Issuer's Annual Report and Financial Statements 2018 containing the audited consolidated financial statements of the Issuer for the financial year ended 31 December 2018 together with the audit report thereon and notes thereto;
• (v) the Issuer's Annual Report and Financial Statements 2019 containing the audited consolidated financial statements of the Issuer for the financial year ended 31 December 2019 together with the audit report thereon and notes thereto;
• (vi) each Final Terms (save that Final Terms relating to a Note which is neither admitted to trading on a regulated market within the European Economic Area or in the United Kingdom nor offered in the European Economic Area or in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Regulation will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer and the Issuing and Paying Agent as to its holding of Notes and identity);
• (vii) a copy of this Prospectus together with any Supplement to this Prospectus or further Prospectus; and
• (viii) all reports, letters and other documents, balance sheets, valuations and statements by any expert any part of which is extracted or referred to in this Prospectus.

This Prospectus and the Final Terms for Notes that are listed on the Official List and admitted to trading on the Market will be published on the website of the Regulatory News Service operated by the London Stock Exchange at:

http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

(12) The consolidated accounts of the Issuer for the years ended 31 December 2018 and 31 December 2019 contained in this Prospectus do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 (the "Act"). Statutory accounts for the financial years ended 31 December 2017 and 2018 have been delivered to the Registrar of Companies in England and Wales. The Issuer's auditors have made a report under Section 495 of the Act on the last statutory accounts that was not qualified within the meaning of Section 539 of the Act and did not contain a statement made under Section 498(2) or Section 498(3) of the Act. The report of the Issuer's auditors contained the following statement: "This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Sections 495 to 497 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing."

(13) Deloitte LLP of 1 City Square, Leeds, LS1 2AL (registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales) have audited, and rendered unqualified audit reports on, the accounts of the Issuer for the years ended 31 December 2018 and 31 December 2019.

IV.2.1 VI.3

V.4.9(i) CAT C,B XIII.4.10 CAT C

(14) The yield for any particular Series of Notes will be specified in the applicable Final Terms and will be calculated on the basis of the compound annual rate of return if the relevant Notes were to be purchased at the Issue Price on the Issue Date and held to maturity. Set out below is an example formula for the purposes of calculating the yield of Fixed Rate Notes or Zero Coupon Notes. The Final Terms in respect of any Floating Rate Notes will not include any indication of yield.

( 1+ Yield) n ( 1+ Yield) ⁿ Yield Issue Price = Rate of Interest* 1 + 1 ¹ Final Redemption Amount*

Where:

"Rate of Interest" means the Rate of Interest expressed as a percentage as specified in the applicable Final Terms and adjusted according to the frequency (and in the case of Zero Coupon Notes, means "0") i.e. for a semi-annual paying Note, the rate of interest is half the stated annualised rate of interest in the Final Terms;

"Yield" means the yield to maturity calculated on a frequency commensurate with the frequency of interest payments as specified in the applicable Final Terms (and in the case of Zero Coupon Notes, means the Amortisation Yield as specified in the applicable Final Terms); and

"n" means the number of interest payments to maturity.

Set out below is a worked example illustrating how the yield on a Series of Fixed Rate Notes could be calculated on the basis of the above formula. It is provided for purposes of illustration only and should not be taken as an indication or prediction of the yield for any Series of Notes; it is intended merely to illustrate the way which the above formula could be applied.

Where:

N = 6 Rate of Interest = 3.875% Issue Price = 99.392 Final Redemption Amount = 100

$$\text{S99.392} = 3.875^* \quad \frac{\text{1} - \left(\frac{\text{1}}{\text{(.}\uparrow + \text{ Yie}\ell\text{/d})^{\text{e}}}\right)}{\text{Yie}\ell\text{/d}} = \left[\text{1}\,\text{OO}^* \,\frac{\text{1}}{\text{(.}\uparrow + \text{ Yie}\ell\text{/d})^{\text{e}}}\right]$$

Yield = 3.99% (calculated by iteration)

The yield specified in the applicable Final Terms in respect of a Series of Notes will not be an indication of future yield.

• (15) The Legal Entity Identifiers (LEI) of the Issuer, IPF Holdings Limited, International Personal Finance Investments Limited and IPF International Limited are:
  • IPF: 213800II1O44IRKUZB59
  • IPF Holdings Limited: 213800HUU3B1SDA55136
  • International Personal Finance Investments Limited: 213800AWWPEBJ2AVAO38
  • IPF International Limited: 213800W52VZ5HDX1JW09
  • IPF Digital Group Limited: 213800N3POX3DN5FAM26

INDEX OF DEFINED TERMS

The following is an index that indicates the location in this Prospectus where certain terms have been defined.

£ 3
£m 3
€ 3
€m 3
\$ 3
\$m 3
30/360 120
30E/360 (ISDA) 121
30E/360 120
360/360 120
Acceptance Statement. 103, 49
Act 167
Actual/360 120
Actual/365 (Fixed) 120
Actual/365 (Sterling) 120
Actual/Actual – ISDA 120
Actual/Actual 120
Actual/Actual-ICMA 121
Agency Agreement107
Alternative Clearing System138
Alternative Performance Measures 69
APM 69
APR 26, 81
Arranger 1
Authorised Offeror Contract 102
Authorised Offeror Terms100
Authorised Offerors 103
Bank 128
Benchmarks Regulation 151, 161
Bearer Notes 14, 107
BEPS 30
Board 70
Bond Basis 120
Brexit 18
business day 109, 130
Business Day 120
Calculation Agent(s)107
Calculation Period 120

CCD 26, 81
CDI Holders 19, 42
CDIs 42
Certificate 138
Certificates 108
CGNs 138
Change of Control 125
Change of Control Period127
Change of Control Put Date 126
Change of Control Put Event Notice 126
Change of Control Put Event 125
Change of Control Put Notice126
Change of Control Put Option 125
Change of Control Put Period 126
Classic Global Notes 138
Clearstream, Luxembourg 138
CNB 91
Code14
commercially reasonable evidence 145
Common Depositary138
Common Safekeeper 138
Conditions 107
Consolidated EBITA111, 133
Consolidated Interest Payable 111
Consolidated Net Worth 111
Consolidated Total Borrowings 112
Couponholders 107
Coupons 11, 107
CRA Regulation 3
CREST Deed Poll42
CREST Depository 42
CREST International Settlement Links Service 42
CREST Manual 42
CREST Nominee 42
CREST Rules 42
CREST 42
Czech Act on Banks 92
Czech Capital Markets Act91

Czech Public Offer 91
D1 120, 121
D2 120, 121
Day Count Fraction 120
Dealers 1
Dealer Agreement 88
Definitive Notes 140
Designated Territory96
Determination Date 122
Determination Period 122
Electronic Consent 144
Elements 8
EEA 146, 156
EU 81
EUR 3
euro 3
Eurobond Basis 120
Euroclear 138
Euro-zone122
Event of Default 131
Exchange Date140
Exercise Notice 125
Facilities Agreement135
FATCA 41, 129
FCA 44
Final Terms 2, 14
Finance Lease 112
Financial Centres 130
Financial Instruments and Exchange Act 90
Fitch 127
FSCS 3, 19, 39
FSMA 87
FX59
General Consent 49, 100
Global Certificates 14, 138
Global Notes138
Governance Code 74
Gross Tangible Assets 112, 133
Group 2, 55, 110, 112, 133
Guarantee 2, 43, 109
Guarantor 2, 8, 43

Guarantors 2, 8, 43, 107
holder 108
Hungarian Banking Act94
Hungarian Capital Markets Act93
Hungarian Public Offer93
IAS 32112, 133
IAS 39112, 133
IFRS 69, 112, 134
Initial Rating 127
Insurance Distribution Directive 2, 89
Interest Accrual Period122
Interest Amount 122
Interest Commencement Date 122
Interest Determination Date 122
Interest Period Date 122
Interest Period 122
interest 131
Investor's Currency 40
Investor51, 99
IOSCO Benchmark Principles 36
IPF 2, 43, 55
IPFIL48
ISDA Definitions 122
ISIN 141
Issue Date 107
Issuer 2, 8, 43, 51, 103
Issuing and Paying Agent107
LIBOR51
M1 120, 121
M2 120, 121
Material Subsidiary134
Mexico 95
MiFID 100
MiFID II2, 89, 146, 156
Moneys Borrowed 112, 134
Moody's 127
n 168
NBFIs 27
NBH 93
NBR 4, 95
Negative Rating Event 127
NGN 138

Noteholder 108
Note 51
Notes 2, 103
Offer Period 8
Office 28
ORB 40, 46
Paying Agents 107
Permanent Global Note 138
Permitted Security Interest110
PFSA 91
Polish Act on Offerings90
principal 131
PRIIPs Regulation 2, 146, 156
Proceedings 137
PROFECO 27
Programme2
Prospectus Regulation 2, 89, 146, 156
Prospectus 2, 51, 103
Provident Financial166
Provident Romania27
Public Offer Jurisdictions 8, 99
Public Offer89, 103
Public Offers18, 99
Public Offer Jurisdiction 99
Public Offering 90
Rate of Interest123, 168
Rating Agency 127
Record Date 128
Reference Banks 123
Reference Rate 123
Register 108
Registered Notes 14, 107
Registrar107
Relevant Announcement Date 125
Relevant Date131
Relevant Financial Centre 123
Relevant Group 134
Relevant Implementation Date89
Relevant Indebtedness110
Relevant State 89

Relevant Screen Page 123
Relevant Time 123
RFSA 94
Rolling Twelve Months 112
Romanian Banking Law 95
Romanian Capital Markets Laws 94
Romanian Public Offer 94
Rules 100
S&P 127
Securities Act 88
Security Interest 109
Semi-Annual Date 112
Series 13
Slovak Act on Banks 93
Slovak Bonds Act 92
Slovak Public Offer92
Slovak Securities and Investment Act 92
Slovak Stock Exchange Act 92
Specific Consent 49, 100
Specified Currency 123
Stabilising Manager(s) 105
sterling 3
Subsidiary110, 112, 134
Substitute Rating Agency 127
Talons107
TARGET Business Day 120
TARGET System 123
TEFRA 14
TEFRA C 14
TEFRA D 14
Temporary Global Note 138
Tranche 13, 107
Transfer Agents 107
Trust Deed 11, 107
Trustee 49, 107
Underlying Notes 42
Y1 120, 121
Y2 120, 121
Year-End Date 112
Yield 168

Registered Office of the Issuer

International Personal Finance plc

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

Registered Office of the Guarantors

Number Three Finance Investments Number Three Leeds City Office Park Limited Leeds City Office Park Meadow Lane Number Three Meadow Lane Leeds LS11 5BD Leeds City Office Park Leeds LS11 5BD Meadow Lane

IPF Holdings Limited International Personal IPF International Limited

IPF Digital Group Limited

Leeds LS11 5BD

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

Arranger

HSBC Bank plc 8 Canada Square Canary Wharf London E14 5HQ

Dealers

HSBC Bank plc Peel Hunt LLP

London E14 5HQ London EC2Y 5ET

Banco Santander, S.A. UniCredit Bank AG

Ciudad Grupo Santander Arabellastrasse 12 Avenida de Cantabria s/n 81925 Munich Edificio Encinar, planta baja, 28660, Germany Boadilla del Monte, Madrid, Spain

8 Canada Square Moor House Canary Wharf 120 London Wall

Issuing and Paying Agent, Paying Agent, Transfer Agent, Calculation Agent and Registrar

Citibank, N.A., London Branch

6th Floor Citigroup Centre Canada Square Canary Wharf London E14 5LB

Trustee

The Law Debenture Trust Corporation p.l.c.

Fifth Floor 100 Wood Street London EC2V 7EX

Auditors to the Issuer and the Guarantors

Deloitte LLP 1 City Square Leeds LS1 2AL

Legal Advisers

To the Issuer as to To the Dealers and the English law Trustee as to English law IV.16.1

One Bunhill Row One Silk Street

Slaughter and May Linklaters LLP

London EC1Y 8YY London EC2Y 8HQ