Vanquis Banking Group (formerly: Provident Financial Plc)

Pre-Annual General Meeting Information • Mar 14, 2025

Notice of the 65th Annual General Meeting of Vanquis Banking Group plc 11.30am on 25 May 2023 at the offices of Clifford Chance LLP 10 Upper Bank Street

This document has been identified as confidential

Notice of the

Canary Wharf

London E14 5JJ

63rd Annual General Meeting of Vanquis Banking Group plc

1.00pm on 14 May 2025 at the offices of Clifford Chance LLP 10 Upper Bank Street Canary Wharf London E14 5JJ If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent professional advisor. If you have sold or otherwise transferred all of your ordinary shares in Vanquis Banking Group plc, please pass this document, together with the accompanying documents, as soon as possible to the purchaser ortransferee, orto the person through whom the sale or transfer was made for transmission to the purchaser or transferee. References in this document to the "Group" means Vanquis Banking Group plc and its subsidiaries from time to time as defined by the Companies Act 2006.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent professional advisor.

If you have sold or otherwise transferred all of your ordinary shares in Vanquis Banking Group plc, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

References in this document to the "Group" means Vanquis Banking Group plc and its subsidiaries from time to time as defined by the Companies Act 2006.

Registered Office:

No. 1 Godwin Street Bradford West Yorkshire BD1 2SU

14 March 2025

Dear Shareholder,

Notice of Annual General Meeting (AGM)

I am pleased to invite you to this year's AGM at the offices of Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on 14 May 2025 at 1.00pm. Directions and a map of how to get to the Clifford Chance LLP offices are set out on pages 11 and 12 of this document. I look forward to welcoming you to the meeting.

This document has been identified as confidential

Notice of the

London

We strongly encourage shareholders to vote on the resolutions being proposed in advance of the AGM by completing an online proxy appointment form appointing the Chair of the meeting as their proxy and to attend the AGM in person. Shareholders may ask questions before the meeting by emailing ShareholderQuestions@vanquis.com. 11.30am on 25 May 2023 at the offices of

Full details of the resolutions that will be put to shareholders, including explanatory notes, are set out in the formal Notice of Meeting, which is set out on pages 3 to 10 of this document. 10 Upper Bank Street Canary Wharf

Attending the AGM

Shareholders wishing to attend the meeting in person should pre-register their attendance by emailing ShareholderQuestions@vanquis.com no later than 5.00pm on 12 May 2025. E14 5JJ

Any changes to the AGM arrangements will be published on our website www.vanquisbankinggroup.com and announced through the London Stock Exchange. We would ask that shareholders continue to monitor the website for any announcements and/or updates. professional advisor.

Shareholder Questions

Shareholders are encouraged to submit questions relating to the business to be conducted at the AGM in advance, by emailing ShareholderQuestions@vanquis.com and by no later than 5.00pm on 12 May 2025. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response or publish answers on our website. References in this document to the "Group" means Vanquis Banking Group plc and its subsidiaries from time to time as defined by the Companies Act 2006.

Shareholders will be able to submit questions during the meeting in person in the room.

Business of the Meeting

As announced on 29 January 2025, Angela Knight and Paul Hewitt stepped down from the Board with effect from 29 January 2025. I would like to thank them for their significant contributions to the Board during their tenure.

All Directors will submit themselves for re-election.

Amongst the resolutions being proposed this year, I would like to draw your attention specifically to the following resolution:

Approval of Remuneration Report (Resolution 2)

This ordinary resolution seeks shareholder approval for the Company's annual Directors' remuneration report (the Directors' Remuneration Report) and the annual statement by the Chair of the Remuneration Committee. The Directors' Remuneration Report (including the annual statement by the Chair of the Remuneration Committee) can be found on pages 91 to 113 of the Annual Report and Financial Statements 2024 (the 2024 Annual Report).

The Directors' Remuneration Report gives details of (a) the implementation of the Company's current directors' remuneration policy (the Directors' Remuneration Policy, which was approved by shareholders at the Annual General Meeting on 25 May 2023) during the year ended 31 December 2024 and (b) how the Directors' Remuneration Policy will be applied in practice during the 2025 financial year. As in previous years, this resolution will be advisory in nature and the Directors' entitlement to remuneration is not conditional on the resolution being passed. 63rd Annual General Meeting of Vanquis Banking Group plc

Recommendation

The Board considers that all resolutions proposed are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that shareholders vote in favour of them as the Directors intend to do in respect of their own beneficial holdings. Clifford Chance LLP

Action to be taken

Whether or not you propose to attend the AGM, please complete and submit the proxy appointment form in accordance with Note 5 of the Explanatory Notes to the Notice of the Meeting set out on pages 9 and 10 of this document. All shareholders who are entitled to attend and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. The online and paper proxy appointment forms must be received at the address for delivery specified in the Explanatory Notes by 1.00pm on 12 May 2025. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant or other independent

As at previous AGMs, each resolution will be voted on by way of a poll. This is a more transparent method of voting as shareholder votes will be counted according to the number of shares held. If you have sold or otherwise transferred all of your ordinary shares in Vanquis Banking Group plc, please pass this document, together with the accompanying documents, as soon as possible to the purchaser ortransferee, orto the person through whom the sale or transfer was made for transmission to the purchaser or transferee.

Important Information – online voting at shareholder meetings

Your vote is important to the Company and the Board strongly encourages shareholders to vote on all resolutions by completing and submitting an online proxy appointment form in accordance with Note 5 of the Explanatory Notes to the Notice of the Meeting (set out on pages 9 and 10 of this document). In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company will not send paper proxy cards to shareholders for the 2025 AGM and future AGMs and accordingly, you are encouraged to vote online. If you are unable to vote online and/or wish to receive a paper proxy, please contact MUFG Corporate Markets via email at shareholderenquiries@cm.mpms.mufg.com, call +44 (0)371 664 0300 (calls are charged at the standard geographic rate and will vary by provider) or write to them at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4Dl. The online and paper proxy appointment forms must be received at the address for delivery specified in the Explanatory Notes by 1.00pm on 12 May 2025.

The Board would like to thank shareholders for their continued support.

Yours faithfully

Sir Peter Estlin

Chair

Notice of Annual General Meeting (Notice) and Explanatory Notes

The Sixty Fifth Annual General Meeting (AGM) of Vanquis Banking Group plc will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on 14 May 2025 at 1.00pm.

Shareholders will be asked to consider and pass the resolutions set out below. Resolutions 15, 16, 17, 19 and 20 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

An ordinary resolution will be passed if more than 50% of the votes cast (not counting votes withheld) are in favour.

A special resolution will be passed if at least 75% of the votes cast (not counting votes withheld) are in favour.

For ease of reference, the formal resolutions are in bold black text.

ANNUAL REPORT AND FINANCIAL STATEMENTS

Ordinary Resolution 1: That the Directors' reports and auditor's report and the audited financial statements of the Company for the year ended 31 December 2024 be received.

Each report and the audited financial statements of the Company for the year ended 31 December 2024 (the 2024 Annual Report), have been made available to shareholders. The 2024 Annual Report may also be accessed on the Company's website at www.vanquisbankinggroup.com.

REMUNERATION

Ordinary Resolution 2: That the annual statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2024 as set out on pages 91 to 113 (inclusive) of the 2024 Annual Report be approved.

The Directors' Remuneration Report for the year ended 31 December 2024 is contained in the 2024 Annual Report published on our website at www.vanquisbankinggroup.com, in the Shareholder Hub. This vote is advisory only and does not affect the actual remuneration paid to any individual Director.

The Directors' Remuneration Policy was approved by shareholders at the Annual General Meeting of the Company held on 25 May 2023 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2026. A summary of how the Directors' Remuneration Policy will be applied in 2025 can found on pages 106 to 107 (inclusive) of the 2024 Annual Report and the full remuneration policy can be found on the Company's website at www.vanquisbankinggroup.com.

DIRECTORS

Ordinary Resolution 3: That Sir Peter Estlin be re-elected as a Director of the Company.

Ordinary Resolution 4: That Ian McLaughlin be re-elected as a Director of the Company.

Ordinary Resolution 5: That Dave Watts be re-elected as a Director of the Company.

Ordinary Resolution 6: That Karen Briggs be re-elected as a Director of the Company.

Ordinary Resolution 7: That Michele Greene be re-elected as a Director of the Company.

Ordinary Resolution 8: That Oliver Laird be re-elected as a Director of the Company.

Ordinary Resolution 9: That Graham Lindsay be re-elected as a Director of the Company.

Ordinary Resolution 10: That Jackie Noakes be re-elected as a Director of the Company.

In accordance with the UK Corporate Governance Code 2024 and the Articles of Association, it is proposed that all Directors seek re-election at the AGM this year.

When making its recommendation to the Board in respect of the re-election of the Directors, the Nomination Committee considers the balance of skills, experience, diversity, independence and knowledge on the Board and reviews the commitment and effectiveness of each Director. The performance of the Directors is also subject to a formal evaluation process.

Accordingly, the Board has resolved that the current Directors continue to be effective, committed to their roles and have sufficient time available to perform their duties to the Company. Additionally, the Board has determined, other than the Chair (whose independence is only determined on appointment), that each of the Non-Executive Directors is, and continues to be, independent.

The Board considers that the independent character and judgement of the Non-Executive Directors and their varied and relevant experience combine to provide an appropriate balance of skills and knowledge which is of great benefit to the Company and that the individual contributions of each of the Directors are, and will be, important to the Company's long-term sustainable success. Accordingly, the Board recommends the re-election of all Directors. You can read about the Directors' individual skills, experience, knowledge and why their contribution is, and continues to be, important to the Board and the long-term sustainable success of the Company in their biographies in the Appendix to this Notice.

AUDITOR

Ordinary Resolution 11: That Deloitte LLP be reappointed as auditor of the Company from the conclusion of this meeting until the conclusion of the next General Meeting at which accounts are laid.

The Company is obliged by law to appoint an auditor annually to hold office from the conclusion of this meeting until the conclusion of the next General Meeting of the Company at which accounts are laid. Deloitte LLP were first appointed by the Company at the 2013 AGM. The Company undertook a formal tender process for the external auditor appointment in 2020 pursuant to which the Audit Committee recommended to the Board the re-appointment of Deloitte LLP as its external auditor.

This resolution proposes that Deloitte LLP be reappointed as the Company's auditor following a recommendation from the Audit Committee and the Board.

Ordinary Resolution 12: That the Audit Committee, for and on behalf of the Board, be authorised to determine the auditor's remuneration.

This resolution authorises the Audit Committee, for and on behalf of the Board, to determine the auditor's remuneration.

POLITICAL DONATIONS

Ordinary Resolution 13: That from the date of this resolution until the earlier of the close of business on 14 August 2026 or the conclusion of the Company's next AGM (unless previously renewed, varied or revoked by the Company in General Meeting), the Company and all companies that are its subsidiaries at any time during the period for which the resolution has effect are, for the purposes of section 366 of the Companies Act 2006, authorised to:

• a) make political donations to political parties and/or independent election candidates up to an aggregate total amount of £50,000;
• b) make political donations to political organisations other than political parties up to an aggregate total amount of £50,000; and
• c) incur political expenditure up to an aggregate total amount of £50,000,

provided that the aggregate amount of such donations and expenditure shall not exceed £50,000 in total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such a rate as the Board may decide is appropriate. Terms used in this resolution have, where applicable, the meanings given to them in Part 14 of the Companies Act 2006 on "Control of Political Donations and Expenditure".

This resolution renews the resolution that was passed at the 2024 AGM and seeks approval from shareholders to enable the Company to make political donations or incur political expenditure which it would otherwise be prohibited from making or incurring by the Companies Act 2006.

Amongst other things, the Companies Act 2006 prohibits companies and their subsidiaries from making political donations, or incurring political expenditure in excess of an aggregate of £5,000 in relation to a political party or other political organisation or an independent election candidate in any 12 month period unless such donations and expenditure have been approved in advance by the Company's shareholders. The Company and its subsidiaries do not currently make donations to political parties and do not intend to do so in the future. However, the Companies Act 2006 contains wide definitions of "political donation", "political organisation", "political expenditure" and "political party" and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it believes are in the shareholders' interests for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community or sections of it or special interest groups. If this resolution is passed the Company and its subsidiaries will be authorised to make political donations and incur political expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The Directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. It will allow the Company and its subsidiaries to provide financial and other support to organisations which it is in the shareholders' interests for the Company to support.

Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company's annual report for next year, as required by the Companies Act 2006.

As permitted under the Companies Act 2006, the resolution extends not only to the Company but to all companies which are subsidiaries of the Company at any time during which the authority is in place.

AUTHORITY TO ALLOT SHARES

Ordinary Resolution 14: That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised (in accordance with section 551 of the Companies Act 2006) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company:

• a) up to an aggregate nominal amount of £17,718,863; and
• b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £17,718,863 in connection with or pursuant to an offer by way of a fully pre-emptive offer,

such authorities to apply until the end of the Company's next AGM after this Resolution 14 is passed (or, if earlier, at the close of business on 14 August 2026) unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 14 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this Resolution 14 "fully pre-emptive offer" means an offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, to subscribe for further securities, including an offer to which the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

At the 2024 AGM, the Directors were given authority to allot shares in the Company up to an aggregate nominal amount equal to £35,437,726 (representing 170,971,492 ordinary shares of 208 /11 p each), equivalent to approximately two-thirds of the issued ordinary share capital of the Company as at 19 March 2024. This authority expires at the forthcoming AGM.

The Investment Association share capital management guidelines (as updated in February 2023) on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two-thirds of a company's existing issued share capital. The guidelines provide that any routine authority to allot shares representing in excess of one-third of a company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive offer (not just a fully pre-emptive rights issue, as was the case under the guidelines prior to February 2023). In accordance with these guidelines, this resolution is proposed to give the Directors the authority to allot ordinary shares up to a maximum aggregate nominal amount equal to £35,437,726 (representing 170,971,492 ordinary shares of 208 /11 p each), equivalent to approximately two-thirds of the issued ordinary share capital of the Company as at 5 March 2025, the latest practicable date prior to publication of this Notice. Of this amount, £17,718,863 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 14 August 2026).

The Directors have no present intention to exercise the authority sought under this resolution. The purpose of giving the Directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise.

As at 5 March 2025, the latest practicable date prior to publication of this Notice, the Company does not hold any ordinary shares in the capital of the Company in treasury.

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

Special Resolution 15: That, in substitution for all existing powers and subject to the passing of Resolution 14, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 14 and/or pursuant to section 573 of the Companies Act 2006 to sell for cash ordinary shares held by the Company as treasury shares, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

• a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but, in the case of the authority granted under paragraph (b) of Resolution 14, by way of a fully pre-emptive offer only):
  • i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • ii. to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions or make any other arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

• b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 14 and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) of this Resolution 15) up to a nominal amount of £5,316,190 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
• c) to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) or paragraph (b) of this Resolution 15) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 15, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the

Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 14 August 2026 unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution 15, "fully pre-emptive offer" has the same meaning as in Resolution 14 above.

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS IN RELATION TO ACQUISITIONS AND SPECIFIED CAPITAL INVESTMENTS

Special Resolution 16: That, in addition to any authority granted under Resolution 15 and subject to the passing of Resolution 14, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 14 and/or pursuant to section 573 of the Companies Act 2006 to sell for cash ordinary shares held by the Company as treasury shares, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

• a) to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £5,316,190 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights) and used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
• b) to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) of this Resolution 16) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 16, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 14 August 2026 unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such

offer or agreement as if the authority conferred hereby had not expired.

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings.

The Directors have no present intention to exercise these authorities. However, the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders under section 561 of the Companies Act 2006. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their preemption rights. The purpose of Resolutions 15 and 16, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.

Resolution 15 authorises the Directors to allot equity securities (which for these purposes includes the sale of treasury shares) in each case without the shares first being offered to shareholders in proportion to their existing holdings under section 561 of the Company Act 2006:

• 1. up to a nominal amount of £35,437,726 (equivalent to approximately 66% of the nominal value of the ordinary share capital of the Company in issue on 5 March 2025 (being the latest practicable date prior to publication of this Notice)) to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities (of which amount, £17,718,863 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer), in each case subject to any limits, restrictions, or arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider appropriate;
• 1. otherwise up to a nominal amount of £5,316,190 (equivalent to approximately 10% of the nominal value of the ordinary share capital of the Company in issue on 5 March 2025 (being the latest practicable date prior to publication of this Notice)) for general corporate purposes; and
• 1. otherwise up to a nominal amount of £1,063,238 (equivalent to approximately 2% of the nominal value of the ordinary share capital of the Company in issue on 5 March 2025 (being the latest practicable date prior to publication of this Notice)) for the purposes only of a follow-on offer as described in the Pre-Emption Group's Statement of Principles as updated in November 2022 (the Pre-Emption Group Principles).

Resolution 16 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment. The authority under Resolution 16 is limited to:

1. a nominal value of £5,316,190, equivalent to approximately 10% of the nominal value of the ordinary share capital of the Company in issue on 5 March 2025 (being the latest practicable date prior to the publication of this Notice); and

2. a nominal value of £1,063,238, equivalent to approximately 2% of the nominal value of the ordinary share capital of the Company in issue on 5 March 2025 (being the latest practicable date prior to the publication of this Notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The Directors confirm that they will only allot shares representing an additional 10% of the issued ordinary share capital of the Company for cash pursuant to the authority referred to in Resolution 16 where that allotment is in connection with an acquisition or a specified capital investment (as defined in the Pre-Emption Group Principles) which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment.

The authority sought by the Directors in both Resolution 15 and Resolution 16 includes the ability to issue up to 2% of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-pre-emptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares.

The maximum aggregate nominal amount of equity securities which could be allotted on a non-pre-emptive basis under Resolutions 15 and 16 combined is equivalent to approximately 24% of the issued ordinary share capital of the Company as at 5 March 2025, being the latest practicable date prior to the publication of this Notice. In respect of Resolutions 15 and 16, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre- Emption Group Principles.

Resolutions 15 and 16 comply with the Investment Association's share capital management guidelines and follow the resolution templates issued by the Pre-Emption Group in November 2022.

If the resolutions are passed, the authorities will expire at the end of the Company's next AGM or, if earlier, at close of business on 14 August 2026.

AUTHORITY TO PURCHASE OWN SHARES

Special Resolution 17: That the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 20⁸ /11 p each in the capital of the Company ("ordinary shares") provided that:

• a) the maximum aggregate number of ordinary shares authorised to be purchased is 25,648,288 (representing 10% of the issued ordinary share capital);
• b) the minimum price (excluding expenses) which may be paid for an ordinary share is 20⁸ /11 p;
• c) the maximum price (excluding expenses) which may be paid for an ordinary share shall be the higher of (1) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is purchased and (2) the higher of the

price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

• d) this authority expires at the conclusion of the next AGM of the Company (or, if earlier, the close of business on 14 August 2026); and
• e) the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Resolution 17, proposed as a special resolution, seeks shareholder approval to authorise the Company to make market purchases of its own shares for up to 25,648,288 shares, representing approximately 10% of the Company's issued ordinary share capital as at 5 March 2025 (being the latest practicable date before publication of this Notice). The resolution specifies the minimum and maximum prices at which such shares may be purchased under this authority. No market purchases were made during the year ended 31 December 2024. The Directors have no present intention to exercise the authority sought by this resolution. The Company will only exercise this authority to purchase shares in the market after careful consideration by the Directors (taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company) and in circumstances where to do so would result in an increase in earnings per share and would be in the best interests of shareholders generally.

The Directors intend that any shares purchased in the market under this authority will be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its share schemes. Whilst held in treasury, the shares are not entitled to receive any dividends and have no voting rights. The Directors believe that it is appropriate for the Company to have the option to hold its own shares in treasury and that doing so enables the Company to sell the shares quickly and cost effectively or use them to satisfy awards under the Company's employee share schemes and provides the Company with additional flexibility in the management of its capital base. The Directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re sale of shares held in treasury. As at 5 March 2025 (being the latest practicable date before publication of this Notice), no shares were held in treasury by the Company.

If approved, this authority will expire at the end of the Company's next AGM or, if earlier, at close of business on 14 August 2026. The Directors intend to seek renewal of this authority at each AGM of the Company.

On 5 March 2025 (being the latest practicable date before publication of this Notice), the Company had 13,683,827 options outstanding over the Company's ordinary shares, representing approximately 5.335% of the Company's issued ordinary share capital. If the existing authority given at the Company's AGM last year and the authority now being sought by this resolution were to be exercised in full, these options (assuming no further ordinary shares are issued after 5 March 2025, being the latest practicable date before publication of this Notice) would represent approximately 5.928% of the Company's issued ordinary share capital at that date. The Company has no warrants in issue in relation to its shares.

AUTHORITY TO ALLOT EQUITY SECURITIES IN RELATION TO THE ISSUE OF ADDITIONAL TIER 1 SECURITIES

Ordinary Resolution 18: That, in addition to the authority granted under Resolution 14 (if passed), the Directors be generally and unconditionally authorised (in accordance with section 551 of the Companies Act 2006) to exercise all the powers of the Company to allot equity securities in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £17,543,429 in relation to the issue by the Company of any Additional Tier 1 Securities that automatically convert into or are exchanged for shares in the Company in prescribed circumstances where the Directors consider that the issue of such Additional Tier 1 Securities would be desirable, including for the purpose of complying with, or maintaining compliance with the regulatory requirements or targets applicable to the Group from time to time, such authority to apply until the end of the Company's next AGM after this Resolution 18 is passed (or, if earlier, at the close of business on 14 August 2026) unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot equity securities or grant such rights under any such offer or agreement as if the authority had not expired.

Resolution 18 seeks shareholder approval to grant the Directors authority to allot equity securities in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £17,543,429 in connection with the issue of Additional Tier 1 Securities (AT1 Securities) representing approximately 33% of the Company's issued ordinary share capital as at 5 March 2025 (being the latest practicable date before publication of this Notice). The authority sought under this Resolution 18 is in addition to the authority proposed under Resolution 14 (if passed). The authority sought under Resolution 18 is not contemplated by the guidance issued by the Investment Association.

The authority sought under Resolution 18 and Resolution 19 below will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Group from time to time and taking into account a number of factors in respect of the Group, including its capital structure, an assessment of appropriate capital ratios, market conditions at the time and demand for the issue of AT1 Securities. However, the request for this authority should not be taken as an indication that the Company will or will not issue any or any given amount of AT1 Securities.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 14 August 2026).

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS IN RELATION TO THE ISSUE OF ADDITIONAL TIER 1 SECURITIES

Special Resolution 19: That, in addition to any authority granted under Resolutions 15 and 16, and subject to the passing of Resolution 18, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 18 free of the restriction in section 561 of the Companies Act 2006, such authority to be limited up to the aggregate nominal amount of £17,543,429 in relation to the issue of Additional Tier 1 Securities, such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 14 August 2026 unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

If the Directors wish to allot new equity securities or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company, for cash (other than in connection with an employee share scheme), company law requires that these equity securities are offered first to the shareholders, in proportion to their existing holdings.

Resolution 19, proposed as a special resolution, grants (if passed) Directors the authority to allot equity securities pursuant to any proposal to issue AT1 Securities, without first offering them to shareholders. Together with Resolution 18 (if passed), the Directors would be authorised to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company on a non-pre-emptive basis up to an aggregate nominal amount of £17,543,429 in connection with the AT1 Securities, representing approximately 33% of the Company's issued ordinary share capital as at 5 March 2025 (being the latest practicable date before publication of this Notice).

Together with Resolution 18, this resolution is intended to provide the Directors with the flexibility to issue AT1 Securities, which may convert into shares in the Company. This will allow the Company to optimise its capital stack to the benefit of the business.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 14 August 2026).

NOTICE OF GENERAL MEETINGS

Special Resolution 20: To authorise the Directors to call a General Meeting other than an AGM on not less than 14 clear days' notice.

Under the Companies Act 2006, all General Meetings must be held on 21 clear days' notice unless the shareholders approve a shorter notice period, subject to a minimum of 14 clear days. AGMs must continue to be held on at least 21 clear days' notice. Resolution 20, proposed as a special resolution, seeks shareholder approval to call General Meetings (other than an AGM) on 14 clear days' notice and it is equivalent to the authority granted to the Directors at last year's AGM.

The shorter notice period would not be used as a matter of routine for General Meetings, but only where flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.

If approved, this authority will expire at the end of the Company's next AGM, when it is intended that a similar resolution will be proposed.

By order of the board

Registered Office:

No.1 Godwin Street

Bradford West Yorkshire BD1 2SU

Michael Mustard General Counsel and Company Secretary

14 March 2025 Registered in England and Wales No. 668987

Explanatory Notes

Members' right to appoint a proxy

• 1. Members who are entitled to attend and vote at the Meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Meeting. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the annual general meeting (AGM or Meeting) provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If you appoint the Chair of the meeting as your proxy, this will ensure your votes are cast in accordance with your wishes at the AGM if neither you nor any other person you might appoint as your proxy is able or willing to attend the meeting in person.
• 1. The right of a member to vote at the Meeting will be determined by reference to the Register of Members. To be entitled to attend, vote and speak at the AGM, members must be registered in the Register of Members of the Company at close of business on 12 May 2025 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting, provided that no account shall be taken of any part of a day that is not a working day).
• 1. A member wishing to attend, vote and speak at the Meeting in person should arrive prior to the time fixed for its commencement. A member that is a corporation can only attend and vote at the Meeting in person through one or more representatives appointed in accordance with section 323 of the Companies Act 2006. Any such representative should bring to the Meeting written evidence of his/her appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment. Any member wishing to vote at the Meeting without attending in person or (in the case of a corporation) through its duly appointed representative must appoint a proxy to do so.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).
• 1. Each resolution will be voted on by way of a poll. This is a more transparent method of voting as shareholder votes will be counted according to the number of shares held. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

A member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received at the same time as the instructions.

Alternatively, a hard copy proxy form may be used to appoint a proxy and this can be requested directly from the registrars, MUFG Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.com or by calling +44 (0)371 664 0300 (calls are charged at the standard geographic rate and will vary by provider, lines are open 9.00am-5.30pm Monday to Friday).

To be valid, a proxy form must be completed in accordance with the instructions that accompany it and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to PXS 1, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL so as to be received by 1.00pm on 12 May 2025.

Members who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically, as explained below.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proximity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proximity, please go to www.proxymity.io. Your proxy must be lodged by 1.00pm on 12 May 2025 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

If an instrument of proxy is not received in a manner or within the time limits set out in this Notice it shall be invalid, unless and to the extent that the Board, in its absolute discretion in relation to any such instrument, waives any such requirement. Appointing a proxy will not prevent a member from attending and voting in person at the Meeting should he/she so wish.

• 1. If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.
• 1. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in Note 11 below) will not prevent a shareholder from attending the Meeting and voting in person if he/she wishes to do so.
• 1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. The rights described in Note 1 can only be exercised by members of the Company.
• 1. As at 5 March 2025 (being the latest practicable date prior to publication of this Notice) the Company's total issued equity share capital consisted of 256,482,888 ordinary shares, carrying one vote each. As at 5 March 2025, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at 5 March 2025 was 256,482,888.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available from: https://www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID RA 10) by 1.00pm on 12 May 2025. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST systems and timings.

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

Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

1. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.

Members' requests

1. Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM or any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

2. Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the company not later than 31 March 2025, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Member questions

• 1. Any member entitled to attend and vote at the Meeting has the right to ask questions relating to the business being dealt with at the Meeting. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. You may submit questions relating to the business to be conducted at the AGM in advance, by email to ShareholderQuestions@vanquis.com by no later than 5.00pm on 12 May 2025. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response or publish answers on our website.

Documents on display

1. Copies of the service contracts of the Executive Directors and the Non-Executive Directors' letters of appointment are available for inspection at the Company's registered office, upon prior appointment only, from the date of this Notice until the conclusion of the Meeting and at the Meeting venue for at least 15 minutes prior to the start of the Meeting until the conclusion of the Meeting.

Additional information

1. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.vanquisbankinggroup.com in the Shareholder Hub.

Company website

1. A member may not use any electronic address provided by the Company in this document or with any proxy appointment form or on any website for communicating with the Company for any purpose in relation to the Meeting other than as expressly stated in it.

Please read this if you are coming to the AGM

Information for members

Timings of the Meeting

Shareholders wishing to attend the meeting in person should pre-register their attendance by emailing ShareholderQuestions@vanquis.com no later than 5.00 pm on 12 May 2025.

12.30pm – Doors open. Please sign into the building on the ground floor at 10 Upper Bank Street, Canary Wharf, London, E14 5JJ and you will be directed to the AGM.

1.00pm – AGM commences.

Security and safety

The safety of our shareholders is our main priority. We will not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply may be removed from the meeting.

Directions to Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ

Methods of Transport

For directions from the location you will be travelling from please visit the Clifford Chance LLP website at https://www.cliffordchance.com/people_ and_places/offices/london.html. The webpage hosts a map and if you click on 'view larger map' this will take you to the Google Maps page from which you can obtain directions to the Clifford Chance LLP offices by selecting the 'Directions' symbol and inputting your method of transport and the location you will be travelling from.

The following link also contains information about travelling to Canary Wharf: https://canarywharf.com/getting-here/ including information on parking, travel disruption, useful contact numbers and a wide choice of methods of transport. A summary of the main methods of transport contained on this link are shown below:

Underground

The Jubilee and Elizabeth Lines provide a good connection to Canary Wharf.

When leaving the Jubilee Line, take the Upper Bank Street Exit and cross the road. The Clifford Chance LLP offices are to the right.

When leaving the Elizabeth Line follow the exit signs for Canada Place – then take the escalators up to street level and walk along Upper Bank Street towards Bank Street. The Clifford Chance LLP offices are on the left-hand side.

Docklands Light Railway (DLR):

The DLR network runs from Bank and Tower Gateway to Stratford, Beckton and Lewisham. Exit the DLR at Heron Quays station, and walk down Bank Street. The Clifford Chance LLP offices are on the corner of Upper Bank Street.

By bus

The following bus services connect to Canary Wharf:

D3 Bethnal Green to Canary Wharf 135 Moorfields to Canary Wharf

D7 Mile End to Canary Wharf 277 Highbury and Islington to Canary

Wharf D8 Stratford to Canary Wharf

By car

The Limehouse Link Tunnel and The Highway provide access to Canary Wharf from the City and the West End. The Blackwall and Rotherhithe Tunnels provide a link to Canary Wharf from across the river in South London. The A13 is a three-lane highway connecting the M25 orbital motorway to Canary Wharf.

Canary Wharf has 6,000 car parking spaces of which 2,500 are provided within public car parks.

Appendix

DIRECTORS STANDING FOR RE-ELECTION

Sir Peter Estlin Chairman Appointed as Chairman: 15 September 2023 Joined the Board: 19 April 2023 Tenure: 1 year

Current external appointments

• Non-Executive Director of NM Rothschild Ltd, Supervisory Board member at Rothschild WAM Co and Rothschild & Co and of the Institute for Apprenticeships and Technical Education (IfATE).
• Chair of FutureDotNow and Association of Apprentices.
• Trustee at Ironmongers Trust Company.
• Alderman for City of London
• Corporation. Director at Revolut Newco UK Ltd.

Committees

Nomination and Governance Committee (Chair)

Ian McLaughlin Chief Executive Officer Appointed: 1 August 2023 Tenure: 1 year

Current external appointments

UK Finance Limited.

Committees

Disclosure Committee (Chair)

Career and experience

Peter is a senior finance professional with a 35-year career in banking and finance with PwC, Citigroup and Barclays. Peter was knighted in 2020 for his services to international business, skills and inclusion. He also served as the 691st Lord Mayor of the City of London from 2018 to 2019 and has been an Alderman for the City since 2013. Having qualified as a Chartered Accountant with Coopers & Lybrand in 1993, where he later became a Partner, he held the role of CFO for the Asia Pacific and, latterly, the Global Corporate and Investment Bank businesses at Citigroup. From 2008 Peter held senior roles at Barclays PLC including Group Financial Controller, CFO of the Retail and Business banking division and acting Group CFO.

Contribution to the Board, key strengths and skills and reasons for re-election:

Peter is a commercially and strategically astute CFO and non-executive director who brings both breadth and depth of banking experience, including retail banking, and is an experienced chair.

• A strong leader with significant finance and accounting experience gained in professional services and banking, further complemented by expertise across systems management, financial reporting and accounting, investor relations, treasury management, and mergers and acquisitions.
• Extensive governance experience, across the private, public and charitable sectors.
• Wealth of knowledge of the financial markets and experience of implementing strategy and delivering significant corporate transactions and transformation projects.

Career and experience

Ian has extensive banking experience across mortgages, wealth management, savings, insurance and motor finance. From 2019, Ian was the CEO of Bank of Ireland (UK) Plc. He has served as a non-executive director on bank and technology company boards and from 2012, held senior retail banking roles at Royal Bank of Scotland (now NatWest Group) including developing specialist consumer and commercial financial services propositions.

Contribution to the Board, key strengths and skills and reasons for re-election:

Ian is a highly experienced chief executive officer and board director with extensive experience in banking and investment management. He has a strong track record of delivering growth through improving customer service and enhancing distribution volumes and channels.

• A deep knowledge of the financial services industry and regulatory environment.
• Experience in managing complex transformation programmes, providing clarity on strategy, purpose and culture, whilst overseeing successful operational delivery.
• Delivering market leading customer propositions that provide excellent customer outcomes.
• Leading brand, product and proposition development.
• Non-executive director experience.

Michele Greene Senior Independent Non-Executive Director

Appointed: 9 March 2023

Tenure: 2 years

• Current external appointments
• Executive Director and co-founder of Mololo Limited.
• Non-Executive Director of Bank of Ireland Group plc, J&E Davy Unlimited and, East End Fair Finance Limited.

Committees

• Risk Committee (Chair)
• Nomination and Governance Committee

Dave Watts

Chief Finance Officer Appointment date: 1 November 2023 Tenure: 1 year

External appointments

Non-executive Director of CAF Bank

Committees

Disclosure Committee

Career and experience

Michele is a highly experienced finance professional at executive and board level. She has held senior roles at Virgin Money and MBNA Europe Bank and, prior to that, she worked across various finance functions at Goldman Sachs, Credit Lyonnais and KPMG Dublin. At Virgin Money, Michele was Director of Strategic Development, where she was responsible for establishing a credit card business on a newly built IT platform and was subsequently appointed as the Managing Director of the Virgin Money Digital Bank. In 2018 Michele co-founded Mololo Limited, a boutique advisory company specialising in helping companies in the payments and unsecured lending space.

Contribution to the Board, key strengths and skills and reasons for election:

Michele has over 25 years' experience of financial services and retail banking, particularly in the areas of payments and digital innovation. Michele has built significant experience in the development and growth of successful banking businesses.

• Chartered Accountant and experienced business executive and finance professional with a strong track record as a CFO and MD.
• Deep knowledge within the consumer credit, card payments and digital banking sector.
• Proven ability to build effective working relationships with key stakeholders, including regulators, investors and analysts.
• Non-executive director and chair experience

Career and experience

Dave is a highly experienced banking CFO who worked for HSBC for nearly 30 years in a variety of roles at the global, regional and business levels. He notably was part of the team that established the UK ring fence bank of HSBC and was subsequently the CFO and an Executive Director of HSBC UK Bank plc from 2017 to 2021. Most recently, Dave served as CFO and Executive Director of HSBC Bank plc, which managed HSBC's business in Europe (ex. UK). Between 2015 and 2018, he was the CFO of HSBC Bank plc. Dave's prior roles were outside of personal banking and wealth, including global CFO roles for commercial banking, global banking, operations and technology. Dave qualified as a Chartered Accountant with KPMG and is a qualified treasurer.

Contribution to the Board, key strengths and skills and reasons for re-election:

With over 35 years of financial services experience, Dave has a proven track record of executing strategy and delivering on significant challenging multi-year transformations and projects.

• A highly experienced finance leader with extensive banking experience.
• A strong treasury background with experience in challenging liquidity, funding and capital matters, in entities with differing regulatory requirements.
• A proven track record of enhancing engagement and relationships with various external stakeholders, including regulators.
• A strong cost management capability having led numerous cost management and reporting initiatives.
• Non-executive director experience.

Graham Lindsay Independent Non-Executive Director Appointed: 1 April 2019 Tenure: 5 years

Current external appointments

• Senior Independent Director at OneFamily and Chair of the Pension Trustee Board.
• Trustee of Break Charity.
• Emeritus Trustee of The Brain Tumour Charity.
• Director at Family Assurance Staff Pension Scheme Trustees Ltd.

Committees

• Remuneration Committee (Chair)
• Nomination and Governance Committee
• Audit Committee

Oliver Laird Independent Non-Executive Director Appointed: 27 March 2024 Tenure: 1 year

Current external appointments

• Chair of Audit Committee and Board member of Beverley Building Society.
• Non-Executive Director and Audit Committee

Chair of the Shepherds Friendly Society. Non-Executive Director and Audit

Committee Chair of the UK Board of Paysafe Limited.

Committees

• Audit Committee (Chair)
• Remuneration Committee
• Nomination and Governance Committee

Career and experience

Graham held a number of senior executive roles at Lloyds Banking Group over a 40 year period, including responsibility for the Lloyds branch network, HR Director of the Retail Bank and as Group Responsible Business Director. Graham joined the Wonga UK board in 2016 as part of the new leadership team engaged to improve the business and deliver change following regulatory approval. Graham has been a Board member of the Institute of Banking & Financial Services and sat on the Professional Standards Board. He is Senior Independent Director at One Family, a Trustee of Break Charity and an Emeritus Trustee of The Brain Tumour Charity.

Contribution to the Board, key strengths and skills and reasons for re-election:

Graham brings to the Board extensive experience in commercial, private and retail banking and a deep understanding across all distribution channels. Graham has had demonstrable success in focusing organisations on their customers, ensuring they are at the heart of decision making and product design. Graham also has a strong appreciation of the Group's regulatory environment.

• Extensive customer knowledge, strong customer focus and a track record of enabling and overseeing businesses to ensure that they put the customer at the heart of what they do.
• Significant stakeholder engagement experience.

Career and experience

Oliver is a highly experienced board level chief finance officer and non-executive director with extensive finance and regulatory experience in financial services, manufacturing and consultancy having been CFO at Lookers plc (£4bn revenue car retailer, 6,500 employees), CFO at First Direct, director of central finance at Lloyds Banking Group and finance director of Co-op Insurance. He has held non-executive director and audit committee chair roles across a range of sectors.

Contribution to the Board, key strengths and skills and reasons for election:

Oliver is financially literate and will be able to confirm the integrity of internal controls and financial reporting and determine how risk will be evaluated, calibrated, and managed. He displays an engaging leadership style with effective communication skills and is objective and independently minded, prepared both to challenge and support management yet still be a team player.

• A highly experienced finance leader with extensive banking experience.
• A strong CFO background with experience in financial analysis and planning, statutory regulatory reporting, investment and capital structure decisions, and group tax and treasury management.
• A commercially focused executive with a proven track record of building business and delivering strategic change and improvements that drive uplifts in profits, increase shareholder value and improve the control environment.
• Non-executive director experience.

Jackie Noakes

Independent Non-Executive Director Appointed: 27 March 2024 Tenure: 1 year

Current external appointments

Director at Phoenix Pension Scheme (Trustees) Limited, SLFC Services Company (UK) Limited, The Scottish Mutual Assurance Society, Pearl Group Services Limited, PGMS (Glasgow) Limited, PGS 2 Limited, Phoenix Group Management Services Limited, Phoenix Pension Trustee Services Limited, Phoenix SCP Trustees Limited, Phoenix SL Direct Limited, Reassure UK Services Limited and The Phoenix Life SCP Institution Limited.

Committees

• Risk Committee
• Nomination and Governance Committee
• Remuneration Committee

Karen Briggs Independent Non-Executive Director Appointed: 27 March 2024 Tenure: 1 year

Current external appointments

• Chair of Audit & Risk Committee and Independent Council Member of ImpeRial College London.
• Non-Executive Director and Trustee of Invictus Games Foundation Board.
• Advisory Council Member for Elevate City, a women's leadership network.
• Chair of Audit Committee and Non-Executive Director of SMBC Bank International plc and Happold LLP.
• Chair of Audit & Risk Committee and Non-Executive Director of Chubb Underwriting Agencies Limited.
• Non-Executive Director of Chubb European Group SE.
• Senior Strategic Advisor to Eversheds International LLP/Konexo through Karen Briggs Limited.

Committees

• Risk Committee
• Nomination and Governance Committee
• Audit Committee

Career and experience

Jackie is a senior leader with extensive experience in large scale business and technology transformation across banking and insurance. She has significant executive experience at board level having performed roles as CEO, chief operating officer, and CIO. Jackie has non-executive experience in mutual and listed plc businesses. In September 2018 she joined the Bank of Ireland as Group Chief Operating Officer and played a key role in delivering bank-wide transformation. This included enhancements to the group's information security management and cyber risk protection measures. Jackie held several roles at Legal & General including leading the company's £105bn savings business.

Contribution to the Board, key strengths and skills and reasons for election:

Jackie works at executive level to lead, shape and deliver strategic business change, undertaking the management of acquisitions and divestments as well as designing and implementing enterprise-wide transformation and regulatory compliance.

• A strong customer focus, leveraging data and insights to drive continuously improved experiences and customer journeys.
• Has specific skills and experience across payments, technology, operations, information security, and strategic data transformation.
• Extensive experience in financial services and a strong track record in delivering on business transformation.
• Non-executive director experience.

Career and experience

Karen is a qualified accountant with over 30 years' experience, having held many senior leadership roles at KPMG UK, including as Head of Risk Consulting and Head of Tax, Pensions and Legal Services. Throughout her career she has had a focus on financial services, AI, big data and technology. She was a Board member for K Capital, KPMG's £100m global technology investment fund, where she led the development and management of up to £100m of AI, cyber, data and other solutions. In 2020 she led the Forensic & Litigation Consulting and Technology practices of FTI in EMEA and focused on strategic leadership to drive transformational growth.

Contribution to the Board, key strengths and skills and reasons for election:

In addition to her financial services expertise, Karen has also been a senior banking regulator and worked on the highest profile banking investigations globally. Karen is a highly experienced leader focused on leading complex global regulatory, forensic and financial crime assignments for financial institutions, other regulated entities and regulators.

• Extensive experience of working with audit committees, and familiarity with accounting and assurance.
• Brings extensive experience of designing, implementing and overseeing large-scale remediation programmes across a variety of sectors covering risk, assurance, compliance, conduct, regulation, and data/technology.
• Non-executive director experience.