INTERNATIONAL PERSONAL FINANCE PLC

AGM Information • Apr 30, 2014

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

RESOLUTIONS OF INTERNATIONAL PERSONAL FINANCE plc COMPANY NO. 6018973

At the seventh annual general meeting of International Personal Finance plc ("the Company") duly convened and held at the company's registered office at Number Three. Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD, on Wednesday, 30 April 2014, commencing at 10.30am, the following resolutions were proposed and passed as special business.

RESOLUTIONS

SPECIAL RESOLUTION

Notice of general meetings

1. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

SPECIAL RESOLUTION

Amendment to the Articles of Association

1. That the Articles of Association of the Company be altered by replacing the current article 84 with the following new article 84:

$"84.$ Directors' Fees

Each of the directors shall be paid a fee at such rate as may from time to time be determined by the board provided that the aggregate of all fees so paid to directors (excluding amounts payable under any other provision in these articles) shall not exceed £650,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the company."

ORDINARY RESOLUTION

Approval of new international all-employee share plan

• $21$ THAT the directors be and are hereby authorised:
• to establish The International Personal Finance plc Have Your Share Plan $(A)$ (the "Plan"). a copy of the draft rules of which has been produced to the meeting and a summary of the main provisions of which is set out in Appendix 2 on pages 16 to 19 of this document; and
• $(B)$ to establish schedules to, or further share plans based on, the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the Plan.

Attuption

COMPANY SECRETARY