Paragon Banking Group PLC

Proxy Solicitation & Information Statement • Jan 10, 2017

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 9 February 2017

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Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report and Notice of Meeting online: www.paragon-group.co.uk

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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 7 February 2017 at 9.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1244 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Control Number: 914029

PIN: SRN:

• 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1244 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 7. Any alterations made to this form should be initialled.
• 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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	Vintners Place, 68 Upper Thames Street, London, EC4V 3BJ on 9 February 2017 at 9.00 am, and at any adjourned meeting.				I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of The Paragon Group of Companies PLC to be held at the offices of Jefferies International Limited at
	* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). Please mark here to indicate that this proxy appointment is one of multiple appointments being made.				Please use a black pen. Mark with an X inside the box as shown in this example.
	Ordinary Resolutions	For	Against	Vote Withheld	For Against	Vote Withheld
1.	To receive and consider the Company's Annual Report and Accounts for the year ended 30 September 2016, the Strategic Report and the Reports of the Directors and the Auditors.				13. To reappoint KPMG LLP as auditors.
2.	To consider and approve the Directors' Remuneration Report for the year ended 30 September 2016, excluding the Directors' Remuneration Policy.				14. To authorise the directors to fix the remuneration of the auditors.
3.	To consider and approve the Directors' Remuneration Policy, to take effect from the date of this AGM.				15. THAT the amendments to the rules of the Paragon Performance Share Plan 2013 be approved and the Board be authorised to adopt those amendments.
4.	To declare a final dividend of 9.2p per share.				16. THAT the Board is generally and unconditionally authorised to allot shares in the Company.
5.	To reappoint as a director of the Company Mr R G Dench.				Special Resolutions 17. THAT, the Board be authorised to disapply pre-emption rights on up to five percent of the issued share capital (excluding treasury shares).
6.	To reappoint as a director of the Company Mr N S Terrington.				18. THAT, the Board be authorised to disapply pre-emption rights on an additional five percent of the issued share capital (excluding treasury shares).
7.	To reappoint as a director of the Company Mr R J Woodman.				19. THAT the Company is generally and unconditionally authorised to make market purchases.
8.	To reappoint as a director of the Company Mr J A Heron.				Ordinary Resolution 20. THAT, the Board be authorised to allot shares and grant rights to subscribe for or to convert any security into shares in connection with the issue of Additional Tier 1 Securities.
9.	To reappoint as a director of the Company Mr A K Fletcher.				Special Resolutions 21. THAT, the Board be authorised to disapply pre-emption rights in relation to the issue of Additional Tier 1 Securities.
	10. To reappoint as a director of the Company Mr P J N Hartill.				22. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
	11. To reappoint as a director of the Company Ms F J Clutterbuck.				Shareholders' Resolution 23. THAT Paragon Bank PLC be authorised to remove the ratio to the fixed and variable components of remuneration for those individuals classified as Material Risk Takers.
	12. To reappoint as a director of the Company Mr H R Tudor.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature	Date

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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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