NON-STANDARD FINANCE

Non-Standard Finance Plc

Notice of Annual General Meeting and Explanatory Circular to Shareholders

Tuesday 9 May 2017 at 11 a.m.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Non-Standard Finance plc, please send this document, together with the accompanying documents at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This document should be read as a whole. The Notice of the Annual General Meeting is set out on pages 2 to 5 of this document. Shareholders will also find enclosed with this document a form of proxy to use in connection with the Annual General Meeting.

To be valid for use at the Annual General Meeting, the accompanying form of proxy must be completed, signed and returned in accordance with the instructions printed on it, to Non-Standard Finance plc’s registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY so as to be received as soon as possible but in any event not later than 11 a.m. on Friday 5 May 2017.

Completion and return of a form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting should they choose to do so.

NOTICE OF ANNUAL GENERAL MEETING 2017

Non-Standard Finance plc ('the Company')

Notice is hereby given that the Annual General Meeting (the 'AGM') of the Company will be held at Bell Pottinger, 330 High Holborn, London, WC1V 7QD on Tuesday 9 May 2017 at 11 a.m. to consider and, if thought fit, pass the following resolutions, of which resolutions numbered 1 to 14 will be proposed as Ordinary Resolutions and the resolutions numbered 15 to 18 will be proposed as Special Resolutions:

Ordinary Resolutions

THAT the Company's Annual Report, including the audited financial statements, the Strategic report and the reports of the Directors and Auditors for the year ended 31 December 2016 now laid before this meeting be and are hereby approved.
THAT the Directors' remuneration report, excluding the Directors' Remuneration Policy, for the year ended 31 December 2016, as set out on pages 51 to 53 and 61 to 65 of the Annual Report be and is hereby approved.
THAT the Directors' Remuneration Policy for the three years from 1 January 2017, as set out on pages 54 to 61 of the Annual Report, which takes effect immediately after the end of the AGM on 9 May 2017 be and is hereby approved.
THAT a final dividend of 0.9 pence on each of the ordinary shares entitled thereto in respect of the year ended 31 December 2016 be and is hereby declared.
THAT the Non-Standard Finance plc Long-Term Incentive ('LTI') arrangements summarised in Part II of this notice be approved (subject to such modification as the directors of the Company may consider necessary or desirable for the implementation of the LTI) and that the directors of the Company be and are hereby authorised to take all actions that they consider necessary, desirable or expedient to implement and establish the LTI.
THAT the Non-Standard Finance plc Sharesave Plan ('Sharesave Plan') summarised in Part III of this notice be approved (subject to such modification as the directors of the Company may consider necessary or desirable for the implementation of the Sharesave Plan) and that the directors of the Company be and are hereby authorised to take all actions that they consider necessary, desirable or expedient to implement and establish the Sharesave Plan.
THAT John de Blocq van Kuffeler be and is hereby elected as a director of the Company.
THAT Nicholas Teunon be and is hereby elected as a director of the Company.
THAT Miles Cresswell-Turner be and is hereby elected as a director of the Company.
THAT Charles Gregson be and is hereby elected as a director of the Company.
THAT Heather McGregor be and is hereby elected as a director of the Company.

THAT Deloitte LLP be and is hereby reappointed as the auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.
THAT the Board of Directors be and is hereby authorised to agree the remuneration of the auditor.
THAT the Board of Directors be and is hereby generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

a. up to a nominal amount of £5,284,161.40 (such amount to be reduced by any allotments or grants made under paragraph b. below in excess of such sum); and

b. comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £10,568,322.70 (such amount to be reduced by any allotments or grants made under paragraph a. above) in connection with an offer by way of a rights issue:

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 as the Board of Directors otherwise considers necessary,

and so that the Board of Directors may impose any limits or restrictions and make any arrangements which it considers 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,

such authority to apply until the end of next year’s AGM (or, if earlier, until the close of business on 9 August 2018) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board of Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Special Resolutions

THAT if resolution 14 is passed, the Board of Directors be and is hereby given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

a. to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b. of resolution 14, by way of a rights issue 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 as the Board of Directors otherwise considers necessary,

b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. above) up to a nominal amount of £792,624.20,

such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 9 August 2018) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

THAT if resolution 14 is passed, the Board of Directors be and hereby is authorised in addition to any authority granted under resolution 15 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £792,624.20; and

b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors determines to be an acquisition or other 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,

such power to apply until the end of next year's AGM (or, if earlier, at the close of business on 9 August 2018 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board of Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

THAT the Company be and is hereby authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 5 pence each ('Ordinary Shares') provided that:

a. the maximum number of Ordinary Shares hereby authorised to be purchased is 31,704,968;

b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is the nominal amount of that share; and

c. the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is the highest of:

i. an amount equal to 5 per cent. above the average market value of an Ordinary Share for the five business days immediately preceding the day on which that Ordinary Share is contracted to be purchased; and

ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time,

such authority to apply until the end of next year's AGM (or, if earlier, until the close of business on 9 August 2018) but during this period the Company may enter into a contract to purchase Ordinary Shares, which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

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

The directors of the Company consider that all resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are more likely to promote the success of the Company for their benefit. The directors unanimously recommend that you vote in favour of the proposed resolutions as they intend to do in respect of their own beneficial holdings.

The business of the AGM will be conducted on a poll.

BY ORDER OF THE BOARD

Nick Teunon
Company Secretary
7 April 2017

Registered Office:
5th Floor, 6 St Andrew Street
London EC4A 3AE

Explanation of Annual General Meeting Business

The explanatory note gives further information in relation to the resolutions listed in the enclosed notice of the 2017 Annual General Meeting

Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receipt of the Company's Report and Accounts

The Directors must lay the Company's Report and Accounts, including the Directors Report, the Strategic Report and the Auditor's Report before the shareholders at the Annual General Meeting for approval as this is a legal requirement.

Resolution 2: Directors' Remuneration Report

The Directors' remuneration report for the year ended 31 December 2016 can be found at pages 51 to 65 of the Annual Report. Under section 439 of the Companies Act 2006 (the 'Act'), prior to each Annual General Meeting the Company must give shareholders notice of an ordinary resolution approving the Directors' remuneration report, other than the part containing the Directors' Remuneration Policy. The Company's auditors, Deloitte LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 70 to 76 of the Annual Report. This resolution is subject to an 'advisory vote' by shareholders: in the event that the resolution is not passed, the Directors' Remuneration Policy would normally need to be reconsidered by shareholders at the next AGM.

Resolution 3: Directors' Remuneration Policy

The Directors' Remuneration Policy is contained in the Directors' remuneration report and can be found at pages 54 to 61 of the Annual Report. It sets out the policy of the Company with respect to the making of remuneration payments and payments for loss of office to the Directors. Under section 439A of the Act, there must be a binding shareholder vote on the Directors' remuneration policy at least once every three years (unless the Directors wish to change the policy within that three-year period). The current Directors' remuneration policy was approved by shareholders at the Company's last Annual General Meeting. As the LTI is not included in the current Directors' remuneration policy, we are proposing a new policy for approval (for further information about the LTI see the explanation of resolution 5 below and Part II of this Notice). If this resolution is passed, the new Directors' remuneration policy will take effect at the conclusion of the meeting. Once effective, all future payments to Directors, past and present, must normally comply with the terms of the policy, unless specifically approved by shareholders.

Resolution 4: Declaration of a final dividend

The Directors recommend the payment of a final dividend of 0.9 pence on each of the Ordinary Shares entitled thereto. This dividend has been recommended by reference to a set of interim accounts with a balance sheet date of 28 February 2017, which has been delivered to the registrar in accordance with the requirements of section 838 of the Act. Subject to shareholders' approval, the final dividend will be paid on 20 June 2017 to those shareholders who are on the register of members at the close of business on 19 May 2017.

Resolution 5: Long-term Incentive

The LTI will enable participants to share in a proportion of value created through the increase in the value of the Company. In particular, participants will share in a pool of 15% of the growth in value (market capitalisation) of the Company above a share price hurdle of £1.10.

Performance will be tested against the hurdle at the end of a four year performance period starting from 1 January 2017 with final value being delivered in the form of Ordinary Shares in the Company. Participants will be required to hold these shares for a further 12 months from vesting before they can be sold. Malus and clawback provisions will apply to the LTI, which may reduce the number of Ordinary Shares that the participants are entitled to.

A summary of the principal terms of the LTI is set out in Part II of this document.

Resolution 6: Sharesave Plan

The Company is supportive of the principle of offering employees the opportunity to acquire shares, including, where appropriate and as permitted by relevant legislation, on a tax-favoured basis.

It is proposed to introduce a new all-employee tax-advantaged Sharesave Plan to enable employees to acquire shares and participate as stakeholders in the Group.

Under the Sharesave Plan, all eligible employees are invited to participate on the same basis by entering into an approved savings contract for a period of three or five years and are granted an option to acquire Ordinary Shares in the Company at the end of that period using the proceeds of their savings contract. The exercise price of an option is fixed at the time the invitation to apply for an option is issued and will not be less than 80 per cent (or such other percentage as is permitted by the applicable legislation) of the market value of an Ordinary Share at that time.

The Sharesave Plan is intended to qualify for tax advantages (under Schedule 3 to the Income Tax (Earnings & Pensions) Act 2003 ('ITEPA')). There will be power to scale back awards and limit the maximum monthly saving at the Remuneration Committee's discretion, to preserve balance and protect the overall sustainability of the Company's incentive scheme structure.

A summary of the principal terms of the Sharesave Plan is set out in Part III of this document.

Resolutions 7 to 11: Directors

Resolutions 7 to 11 deal with the election of Directors. In accordance with the requirements of the UK Corporate Governance Code and the Company's articles of association all Directors are offering themselves for election. The biographies of each of the Directors are on page 10 of this document.

A Board performance evaluation has been conducted, which found that the Board continues to function effectively. The Board considers Heather McGregor to be independent.

Resolutions 12 & 13: Re-Appointment and Remuneration of Auditors

Under section 489 of the Act, auditors of a public company have to be appointed before the end of each AGM at which the Company's annual accounts are presented. The Board recommends the reappointment of Deloitte LLP as auditor of the Company, to hold office from the conclusion of the AGM until the conclusion of the next AGM at which accounts are presented. Resolution 13 authorises the Directors to determine Deloitte's remuneration.

Resolution 14: Directors' authority to allot

Paragraph a. of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £5,284,161.40 (representing 105,683,228 ordinary shares of 5 pence each). This amount represents approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 5 April 2017, the latest practicable date prior to publication of this Notice.

In line with guidance issued by the Investment Association ('IA'), paragraph b. of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of shareholders up to an aggregate nominal amount equal to £10,568,322.70 (representing 211,366,454 ordinary shares of 5 pence each), as reduced by the nominal amount of any shares issued under paragraph a. of this resolution). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 5 April 2017, the latest practicable date prior to publication of this Notice.

The authority sought under this resolution will expire at the earlier of 9 August 2018 and the conclusion of the annual general meeting of the Company held in 2018.

The Directors have no present intention to exercise the authority sought under this resolution. However, if they do exercise the authority, the Directors intend to follow IA recommendations concerning its use (including as regards the Directors standing for re-election in certain cases).

As at the date of this Notice, no shares are held by the company in treasury.

Resolutions 15 & 16: Disapplication of pre-emption rights

These resolutions will be proposed as special resolutions, which require a 75% majority of the votes to be cast in favour. They would give the Board of Directors the power to allot shares (or sell any shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

Resolution 15 would give the Board of Directors the power to allot shares (or sell any shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings up to an aggregate nominal value of £792,624.20, being approximately 5% of the issued share capital of the Company (excluding shares held in treasury) as at 5 April 2017, the latest practicable date prior to publication of this Notice.

Resolution 16 would give the Board of Directors the power to allot shares (or sell any shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings up to an aggregate nominal value of £792,624.20, being approximately 5% of the issued share capital of the Company (excluding shares held in treasury) as at 5 April 2017, the latest practicable date prior to publication of this Notice. The Company confirms its intention that this authority will only be used to fund one or more acquisitions or specified capital investments, as referred to in the Pre-Emption Group's Statement of Principles, each of which shall be announced contemporaneously with the issue, or which shall have taken place in the preceding six-month period and be disclosed in the announcement of the issue.

The Directors confirm their intention to follow the provisions of the Statement of Principles regarding cumulative usage of authorities within a rolling three-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders, save that such limit shall exclude any issue pursuant to the additional authority conferred by resolution 16.

The powers conferred by resolutions 15 and 16 will expire at the earlier of 9 August 2018 and the conclusion of the annual general meeting of the Company held in 2018.

Resolutions 15 and 16 will be proposed as special resolutions.

Resolution 17: Authority to undertake market purchase of own shares

Authority is sought for the Company to purchase up to 10% of its issued Ordinary Shares (excluding any treasury shares).

The Directors have no present intention of exercising the authority to make market purchases, however the authority provides the flexibility to allow them to do so in the future. The Directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Ordinary Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any Ordinary Shares the Company may purchase as treasury shares. The Company currently has no Ordinary Shares in treasury. The minimum price, exclusive of expenses, which may be paid for an Ordinary Share is its nominal value. The maximum price, exclusive of expenses, which may be paid for an Ordinary Share is the highest of: (i) an amount equal to 5% above the average market value for an Ordinary Share for the five business days immediately preceding the date of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time.

Resolution 17 will be proposed as a special resolution.

Resolution 18: Notice period for general meetings

Under the Act, the notice period required for all general meetings of the Company is 21 clear days, though shareholders can approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Resolution 18 will be proposed as a special resolution.

PART I

DIRECTORS' BIOGRAPHIES

John Philip de Blocq van Kuffeler (68), Chief Executive Officer

John was Chief Executive and then Chairman of Provident Financial plc for a combined total of 22 years until December 2013. He was Chairman of Marlin Financial Group Limited, the consumer debt purchasing company, for four years until its sale in February 2014 and was also Chairman of Hyperion Insurance Group Limited for five years until December 2013. John was previously Chief Executive of Brown Shipley Holdings PLC which included Medens Trust Limited, a consumer car finance company, and was Chairman of the credit committee of Brown Shipley Holdings PLC's main banking subsidiary, Brown, Shipley & Co. Limited.

Nicholas John Teunon (51), Chief Financial Officer

Nick was Chief Financial Officer of Marlin Financial Group Limited, the consumer debt purchasing company, from August 2013 until June 2014. Prior to that, Nick spent five years as Chief Financial Officer of FTSE International, joining from the Press Association, where he was Group Finance & Strategy Director for seven years. At both FTSE International and the Press Association, Nick was responsible for all mergers and acquisitions activity and related debt funding, in addition to leading the finance function.

Miles Marius Cresswell-Turner (54), Executive Director

Prior to becoming Executive Director, full-time, at NSF on 1 January 2016, Miles was a partner in Duke Street LLP who specialised in the finance sector and who led on the acquisitions by Duke Street LLP of Marlin Financial Group Limited and UKWM Limited. Before becoming a partner at Duke Street LLP, Miles was a partner at Palamon Capital Partners LLP from 1998 to 2008, where he led the investment in Towry Law plc. Prior to Palamon Capital Partners LLP, Miles spent seven years as a director in the Leveraged Finance Department of HSBC Investment Bank.

Charles Henry Gregson (69), Non-Executive Chairman

Charles is a highly experienced executive having previously held a number of senior positions in finance: previously he was Non-Executive Chairman of NEX plc from 1988 to 2016; Non-Executive Chairman of Wagon Finance Group Limited, from 1996 to 2006; Non-executive Director and Deputy Chairman of Provident Financial plc from 1998 to 2007; and Non-executive Director of International Personal Finance Plc from 2007 to 2010. Charles is a former Chairman of CPP Group Plc and of St James's Place Plc. Charles was Executive Director of United Business Media Plc (formerly MAI Plc) from 1985 to 2003 and Global CEO and Chairman of PR Newswire from 2003 to 2009. As part of his responsibilities at United Business Media Plc, Charles built Harlow Meyer Savage from a small money broking business into the international business of Garban PLC, a listed company with offices in 25 countries, which later merged with ICAP plc.

Heather Jane McGregor (55), Independent Non-Executive Director

Professor Heather McGregor began her early career in financial communications and investor relations before joining ABN Amro as a sell-side analyst. She then spent eight years with the bank, working in London, Hong Kong, Singapore and Tokyo, before joining Taylor Bennett in 2000. She has an MBA from the London Business School and a PhD from the University of Hong Kong. Heather was the founder of the Taylor Bennett Foundation, which works to promote diversity in the communications industry, and is a founding member of the steering committee of the 30% Club, which is working to raise the representation of women at senior levels within the UK's publicly quoted companies. She is also a Non-Executive Director of International Game Technology PLC and is an experienced writer and broadcaster in the national media.

PART II

SUMMARY OF THE PRINCIPAL FEATURES OF THE LTI

Administration of the LTI

The Committee will supervise the operation of the LTI.

Eligibility

Participation in the LTI will only be available to employees of the Company. It is proposed that the LTI will be available to John van Kuffeler, Nick Teunon and Miles Cresswell-Turner, and one senior employee (the 'Participants').

Grant of Award

Subject to shareholder approval at this Annual General Meeting (the 'AGM') the Participants will be granted awards in the form of options over shares in the Company and/or over shares in a subsidiary company (the 'Award').

Should the LTI be approved, regardless of the form of award, the performance period will comprise of four years ('Plan Years') commencing on 1 January 2017. It is intended that the grant of the Award will be made shortly following approval by shareholders of the LTI.

Structure of Award

The Award gives the Participants the opportunity to share in a proportion of the total value created for shareholders of the Company above set hurdles measured at the end of the Plan Years ('Measurement Date').

The final value will be delivered to the Participants in the form of Ordinary Shares in the Company ('Shares') equal in value to the value attributable to the Award as determined by the performance measurement (see below) of the Award at the end of the Plan Years.

Shares will need to be held for a further 12 months from vesting (the 'Deferral Period') before they can be sold.

Performance Measurement

The Awards held by Participants will share in the growth in value of the Company measured at the Measurement Date.

If the average middle market price of the Company's shares for the 30 business days prior to the Measurement Date is greater than £1.10, then the total value attributable to the Awards will be equal to 15% of the growth in value of the Company at the Measurement Date versus the value of the Company at a share price of £1.10.

If the share price of the Company is less than £1.10 pence at the end of the Plan Years, then the total value attributable to the Awards will be nil and the Awards will lapse.

Delivery of Shares in the Company

At the end of the Plan Years and following determination of the total value attributable to the Awards, and depending on the structure of the Awards, Participants' awards will vest and, in the case of options, become exercisable (the number of options that can be exercised being determined by value attributable to the Awards held by the individual participants). If an Award, or any part of it, was over shares in a subsidiary company, Participants

can, shortly after the end of the performance period, exchange their Awards for a number of Shares in the Company equal in value to the value attributable to the Awards held by the individual participants.

Regardless of the form of award, the Shares that Participants receive must be retained by them during the Deferral Period.

Cessation of employment

If a Participant resigns or is dismissed for gross misconduct, or is otherwise not deemed to be a “good leaver” during the Plan Years, then the Award will lapse and the total value attributable to the remaining Awards at the end of the Plan Years will be reduced in proportion to the Award held by the leaving Participant.

If a Participant’s cessation of employment is the result of specified “good leaver” events (for example, injury, disability, ill health, death) or such other reason as the Committee may determine, then that Participant will retain the Award. However, the value attributable to that Award at the end of the Plan Years will be reduced in proportion to the period during the Plan Years when the Participant was employed.

Change of Control

In the event of a change of control of the Company, there will be a special ‘Measurement Date’ on the change of control and the total value attributable to the Awards will be calculated as at that date. The share price of the Company used to calculate the total value attributable to the Awards will be the offer price for the Company.

Restrictions during the Deferral Period will not apply.

Similar provisions to those on a change of control apply to certain other corporate events including a scheme of arrangement or voluntary winding up.

Limits on the number of shares

The number of newly issued Shares that can be delivered under the LTI, together with any newly issued Shares that can be delivered in connection with the Founder Shares will not exceed a dilution limit of 5% in any period of 10 calendar years. There will also be a further limit so that, together with all other share awards under any other share plan operated, or to be operated, by the Company, the number of newly issued Shares will not exceed a dilution limit of 10% in any period of 10 calendar years.

Awards which lapse shall cease to count towards this limit. This limit shall not include Shares bought in the market but shall include Shares provided out of treasury.

Dividends

Participants will not be entitled to dividends in respect of their Award during the Plan Years. Participants will be entitled to dividends in respect of their Shares during the Deferral Period.

Taxation

Participants will be responsible for paying any taxes due on the receipt of the Award or reimbursing the Company for any taxes paid on behalf of the Participants.

Allotment of Shares

Application will be made for the admission of new Shares to be issued at the end of the Plan Years to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc’s main market for listed securities.

Variation in share capital (adjustments and amendments)

On a variation of the share capital of the Company or any Group company, the Awards may be adjusted in such manner as the Committee determines and the advisors of the Company confirm to be fair and reasonable.

Malus and Clawback

Malus and clawback provisions will apply to the LTI.

Trigger events will be:-

the adverse restatement of published accounts of any Group company in respect of a period which overlaps in whole or in part with the Plan Years; and/or
the Committee determines that the results of any Group company have otherwise been achieved in an inappropriate manner; and/or
the discovery that any information used to determine the payment was based on error, or inaccurate or misleading information; and/or
action or conduct of the Participant which, in the reasonable opinion of the Committee, amounts to employee misbehaviour, material underperformance, fraud or gross misconduct; and/or
events or behaviour of the Participant have led to the censure of a Group company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group company provided that the Committee is satisfied that the Participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him.

Malus will operate throughout the Plan Years. Clawback will apply during the Deferral Period.

The Committee believes that it will have the necessary powers under the LTI to enforce these provisions.

Benefits not pensionable

The Award, Shares acquired and any other rights granted pursuant to the LTI are non-pensionable.

Non-transferability

The Award is not transferable, except in limited circumstances such as to a trustee for the Participant, in which case the trustee will be able to transfer the benefit to the Participant or by will or by the laws of descent and distribution.

Amendments

Amendments to the LTI may be made at the discretion of the Committee. However, the provisions governing eligibility requirements, equity dilution, Share utilisation and the adjustments that may be made following a rights issue or any other variation of capital, together with the limitations on the number of Shares that may be issued, cannot be altered to the advantage of Participants without prior shareholder approval, except for minor

amendments to benefit the administration of the LTI, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Group.

PART III

SUMMARY OF THE PRINCIPAL FEATURES OF THE SHARESAVE PLAN

Status

The Sharesave Plan is an all-employee savings related share option plan which has been designed to meet the requirements of Schedule 3 of the Income Tax (Earnings and Pensions) Act 2003 so that Ordinary Shares can be acquired by UK employees in a tax-efficient manner.

Eligibility

Each time that the Board decides to operate the Sharesave Plan, all UK resident tax-paying employees and full-time directors of the Company and its subsidiaries participating in the Sharesave Plan must be offered the opportunity to participate. Other employees may be permitted to participate. Participants invited to participate may be required to have completed a minimum qualifying period of employment (which may be up to 5 years) before they can participate, as determined by the Board in relation to any award of an option under the Sharesave Plan.

Savings contract and grant of option

In order to participate in the Sharesave Plan, an employee must enter into a linked savings contract with a bank or building society to make contributions from salary on a monthly basis over a three or five year period. A participant who enters into a savings agreement is granted an option to acquire Ordinary Shares under the Sharesave Plan ('Sharesave Option').

The number of Ordinary Shares over which a Sharesave Option may be granted is limited to the number of Ordinary Shares that may be acquired at the Sharesave Option exercise price out of the proceeds of the linked savings contract. The exercise price per Ordinary Share shall be the amount determined by the Board which shall not be less than 80% (or such other percentage as is permitted by the applicable legislation) of the market value of an Ordinary Share at the date of invitation (or such other date as the Board may determine).

Contributions may be made between £10 a month and the maximum permitted under the applicable legislation (currently £500 a month) or up to such lesser sum as the Board may determine. At the end of the three or five year savings contract, employees may either withdraw their savings on a tax free basis or utilise such sum and any bonus or interest due under the savings contract to acquire Ordinary Shares under the linked option granted to the participant under the Sharesave Plan.

Invitations may be issued during the 42 days beginning on: (i) the date on which the Sharesave Plan is adopted; (ii) the day after the announcement of the Company's results for any period; (iii) any day on which the Board determines that circumstances are sufficiently exceptional to justify the grant of an option at that time; or (iv) the day after the lifting of any dealing restrictions which prevent making the invitation at any of the times listed above.

However, no Sharesave Options may be granted more than 10 years from the date when the Sharesave Plan was adopted.

Sharesave Options are not transferable and may only be exercised by the relevant employee or in the event of death their personal representatives.

Limits on the number of shares

The Sharesave Plan may operate over new issue Ordinary Shares, treasury Ordinary Shares or Ordinary Shares purchased in the market. The rules of the Sharesave Plan provides that, in any period of 10 calendar years, not more than 10% of the Company's issued ordinary share capital may be issued under the Sharesave Plan and under any other employees' share scheme operated by the Company. Ordinary Shares issued out of treasury under the Sharesave Plan will count towards these limits for so long as this is required under institutional shareholder guidelines. In addition, awards which are renounced or lapse shall be disregarded for the purposes of these limits, as will any shares purchased by a trustee for the purposes of satisfying awards under any employees' share scheme, or any partnership or dividend shares purchased in respect of a Share Incentive Plan (or broadly equivalent plan).

Exercise of Sharesave Options

Sharesave Options may generally only be exercised for a period of six months following the maturity of the related savings contract. If not exercised by the end of this period, the relevant Sharesave Options shall lapse.

Sharesave Options may be exercised earlier with the proceeds of savings made under the linked savings contract and any interest due in certain specified circumstances including death, retirement, cessation of employment due to injury, disability or redundancy, by reason of a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or if the relevant employment is no longer treated as relevant employment due to a change of control of the employing company or other circumstances ending that company's status as an associated company or on death.

Change of control

In the event of a takeover, scheme of arrangement, or winding-up of the Company, Sharesave Options may normally be exercised early with the proceeds of savings made under the linked savings contract and any interest due.

If there is a corporate event resulting in a new person or company acquiring control of the Company Sharesave Options may in certain circumstances be replaced by equivalent new options over shares in the acquiring company.

Variation of share capital (adjustments and amendments)

If there is a variation of share capital of the Company, the Board may make such adjustments to Sharesave Options, including the number of Ordinary Shares subject to Sharesave Options and the Sharesave Option exercise price, as it considers to be fair and reasonable.

Rights attaching to Ordinary Shares

Ordinary Shares issued and/or transferred under the Sharesave Plan will not confer any rights on any participant until the relevant Sharesave Option has been exercised and the participant in question has received the underlying Ordinary Shares. Any Ordinary Shares allotted when a Sharesave Option is exercised will rank equally with Ordinary Shares then in issue (except for rights arising by reference to a record date prior to their issue).

Benefits not pensionable

The benefits received under the Sharesave Plan are not pensionable.

Amendments

The Board may, at any time, amend the provisions of the Sharesave Plan in any respect. The prior approval of the Company in general meeting must be obtained in the case of any amendment to the advantage of participants which is made to the provisions relating to eligibility, individual or overall limits, the persons to whom a Sharesave Option can be granted, the price at which Ordinary Shares can be acquired on exercise of a Sharesave Option, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval, save that there are exceptions for any minor amendment to benefit the administration of the Sharesave Plan, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its other Group companies. Amendments may not adversely affect the rights of participants except where participants are notified of such amendment and the majority of participants approve such amendment.

PART IV

Notes to the Notice of the AGM

Proxy appointment

1) A member entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the AGM. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.

2) A form of proxy is enclosed. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person (if so entitled).

3) To appoint a proxy, the form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be either (a) sent to the Company's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 10 below, or (c) the proxy appointment must be registered electronically on the website at www.investorcentre.co.uk/eproxy or by using the QR Code printed on the form of proxy in each case so as to be received no later than 5 May 2017.

Joint shareholders

4) In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names appear in the register or members in respect of the share.

Nominated persons

5) The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Information about shares and voting

6) Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. The total number of issued ordinary shares in the Company on 5 April 2017, which is the latest practicable date before the publication of this document is 317,049,682 carrying one vote each on a poll.

Right to attend and vote

7) Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 6.00pm on 5 May 2017 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

Venue arrangements

8) Members should note that the doors to the AGM will be open for registration at 10.30am on 9 May 2017.

9) Mobile phones may not be used in the venue, and cameras, tape or video recorders are not allowed in the venue.

CREST members

10) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Computershare Investor Services PLC by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications 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 a proxy appointed through CREST should be communicated to him by other means.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. 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 takes) 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) referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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

Corporate representatives

11) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Audit concerns

12) Shareholders should note that, 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: (i) 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 for the financial year ended 31 December 2016; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 December 2016 ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) 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 for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Questions

13) Any member attending the AGM has the right to ask questions. 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.

Website information

14) A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at www.nonstandardfinance.com.

Voting by poll

15) Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.

Use of electronic address

16) Members may not use any electronic address provided in either this notice of meeting or any related documents (including the enclosed form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Documents available for inspection

17) Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 5th Floor, 6 St Andrew Street, London, United Kingdom, EC4A 3AE up to and including the date of the AGM and at Bell Pottinger, 330 High Holborn, London, WC1V 7QD, from 15 minutes before the AGM until it ends:

the executive Directors' service contracts; and
letters of appointment of the non-executive Directors.

Communication

18) Except as provided above, shareholders who have general queries about the AGM should use the following means of communication (no other methods of communication will be accepted):

by calling the Registrar's helpline on 0370 707 1147; or
by writing to the Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.

AI assistant

NON-STANDARD FINANCE PLC — Proxy Solicitation & Information Statement 2017

5333_agm-r_2017-04-10_b0b5f2a6-4c62-49f7-9688-ac02df404895.pdf

NOTICE OF ANNUAL GENERAL MEETING 2017

Non-Standard Finance plc ('the Company')

Ordinary Resolutions

Special Resolutions

Resolution 1: Receipt of the Company's Report and Accounts

Resolution 2: Directors' Remuneration Report

Resolution 3: Directors' Remuneration Policy

Resolution 4: Declaration of a final dividend

Resolution 5: Long-term Incentive

Resolution 6: Sharesave Plan

Resolutions 7 to 11: Directors

Resolutions 12 & 13: Re-Appointment and Remuneration of Auditors

Resolution 14: Directors' authority to allot

Resolutions 15 & 16: Disapplication of pre-emption rights

Resolution 17: Authority to undertake market purchase of own shares

Resolution 18: Notice period for general meetings

PART I

DIRECTORS' BIOGRAPHIES

PART II

SUMMARY OF THE PRINCIPAL FEATURES OF THE LTI

Administration of the LTI

Eligibility

Grant of Award

Structure of Award

Performance Measurement

Delivery of Shares in the Company

Cessation of employment

Change of Control

Limits on the number of shares

Dividends

Taxation

Allotment of Shares

Variation in share capital (adjustments and amendments)

Malus and Clawback

Benefits not pensionable

Non-transferability

Amendments

PART III

SUMMARY OF THE PRINCIPAL FEATURES OF THE SHARESAVE PLAN

Status

Eligibility

Savings contract and grant of option

Limits on the number of shares

Exercise of Sharesave Options

Change of control

Variation of share capital (adjustments and amendments)

Rights attaching to Ordinary Shares

Benefits not pensionable

Amendments

PART IV

Notes to the Notice of the AGM

Proxy appointment

Joint shareholders

Nominated persons

Information about shares and voting

Right to attend and vote

Venue arrangements

CREST members

Corporate representatives

Audit concerns

Questions

Website information

Voting by poll

Use of electronic address

Documents available for inspection

Communication

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NON-STANDARD FINANCE PLC Proxy Solicitation & Information Statement 2017