SECURE TRUST BANK PLC — AGM Information 2023

Apr 11, 2023

Notice of Annual General Meeting

18 May 2023

This document is important and requires your immediate attention

If you are in any doubt about its contents or the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000. If you have recently sold or transferred all of your shares in Secure Trust Bank PLC, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Secure Trust Bank One Arleston Way Solihull West Midlands B90 4LH

T 0121 693 9100 W securetrustbank.com

Letter from the Chairman

11 April 2023

Dear Shareholder

Annual General Meeting

I am writing to provide you with information about the 2023 Annual General Meeting ('AGM') of Secure Trust Bank PLC ('STB'). The AGM will be held on Thursday, 18 May 2023 at CityPoint, 1 Ropemaker Street, London EC2Y 9SS at 3.00 p.m.

I am enclosing a Notice of AGM, which provides information about the resolutions to be proposed. All the resolutions will be voted on by a poll. This is the most transparent method of voting because shareholder votes are counted according to the number of shares held. We would encourage you to vote by submitting a proxy vote in advance of the AGM and appointing the Chairman of the meeting as your proxy (and not a person who, if circumstances change, may not be able or allowed to attend the AGM).

As soon as practicable following the AGM, the results of the voting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be posted on STB's website at www.securetrustbank.com/investors/news-announcements/corporate-news.

The Report and Accounts in respect of the financial year ended 31 December 2022 ('Report and Accounts'), including an updated Directors' Remuneration Policy subject to shareholder approval, are available to view on STB's website at www.securetrustbank.com.

What to do next

Information about how to appoint a proxy on your behalf is on pages in included in the Notes on pages 7 to 10 of this document. Proxy voting appointments can be submitted electronically at www.signalshares.com or, if you hold shares in CREST, by using the CREST electronic proxy appointment service. Completed paper proxy forms, if requested, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or other authority, must be lodged with STB's Registrar: Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL by no later than 3.00 p.m. on 16 May 2023 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned AGM, excluding non-working days). All paper proxy forms must be signed and returned to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL. All paper proxy forms from the same member must be returned together in the same envelope. Further information about voting, including through CREST, is set out in the Notes on pages 7 to 10 of this document.

Explanatory Notes

Explanatory Notes on each of the resolutions to be considered at the AGM are set out on pages 11 to 14 of this document.

Recommendation

The Directors are satisfied that all the resolutions to be considered at the AGM are in the best interests of STB and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own beneficial shareholdings in STB.

The Board recommends the re-election of all the Directors nominated in resolutions 3 to 9 because each Director demonstrates or continues to demonstrate the skills, judgement and character which, in combination with extensive relevant commercial experience, make each individual a valuable director of STB. Biographical information for all Directors is shown in Appendix 1 to this document, and on pages 61 to 63 of the Report and Accounts.

The Board also recommends the adoption of the Directors' Remuneration Policy ('Policy') in resolution 12 and is set out on pages 94 to 104 of the Report and Accounts. The Policy establishes a framework for an appropriate remuneration package for the Directors, balancing shareholder views and a competitive and commercial reward for driving shareholder returns and growth.

The AGM is an opportunity for you to express your views directly to the Board and I hope that you will take the opportunity to do so.

Yours sincerely

Lord Forsyth Chairman

Secure Trust Bank PLC Registered in England and Wales 541132. Registered Office: One Arleston Way, Shirley, Solihull B90 4LH. Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Our registration number is 204550.

Notice of Annual General Meeting

Your attention is drawn to the Explanatory Notes on pages 11 to 14 of this document explaining the resolutions.

NOTICE IS HEREBY GIVEN that the sixty-eighth Annual General Meeting of Secure Trust Bank PLC (the 'Company') will be held at CityPoint, 1 Ropemaker Street, London EC2Y 9SS on Thursday, 18 May 2023 at 3.00 p.m. for the following purposes:

Ordinary business

Ordinary resolutions

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

• 1. To receive and adopt the Report and Accounts (being the Directors' report, the strategic report, the financial statements for the year ended 31 December 2022 and the Auditor's Report on the financial statements).
• 1. To declare a final dividend in respect of the year ended 31 December 2022, which the Directors propose should be 29.1 pence per ordinary share, payable on 25 May 2023 to shareholders on the Register of Members at the close of business on 28 April 2023.
• 1. To re-elect Lord Forsyth as a Director who retires in accordance with the UK Corporate Governance Code and offers himself for re-election.
• 1. To re-elect Mr David McCreadie as a Director who retires in accordance with the UK Corporate Governance Code and offers himself for re-election.
• 1. To re-elect Mrs Rachel Lawrence as a Director in accordance with the UK Corporate Governance Code and offers herself for re-election.
• 1. To re-elect Mrs Ann Berresford as a Director who retires in accordance with the UK Corporate Governance Code and offers herself for re-election.
• 1. To re-elect Mr Paul Myers as a Director who retires in accordance with the UK Corporate Governance Code and offers himself for re-election.
• 1. To re-elect Mrs Victoria Stewart as a Director who retires in accordance with the UK Corporate Governance Code and offers herself for re-election.
• 1. To re-elect Mr Finlay Williamson as a Director in accordance with the UK Corporate Governance Code and offers himself for re-election.
• 1. To re-appoint Deloitte LLP as the Company's Auditor to hold office until the conclusion of the next Annual General Meeting of the Company.
• 1. To authorise the Directors to fix the remuneration of Deloitte LLP as Auditor.

Special business

Ordinary resolutions

To consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions:

• 1. To receive and approve the Directors' Remuneration Policy as set out on pages 94 to 104 of the Company's Report and Accounts for the year ended 31 December 2022.
• 1. To receive and approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set out on pages 80 to 93 of the Company's Report and Accounts for the year ended 31 December 2022.
• 1. THAT, in substitution for all subsisting authorities to the extent unused, for the purposes of section 551 of the Companies Act 2006 (the 'Act') the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot:
  2. a. shares in the Company or grant rights to subscribe for or convert any security into shares in the Company (together, 'relevant securities') up to an aggregate nominal amount of £2,493,046; and
  3. b. relevant securities comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £4,986,092 (this amount to be reduced by the aggregate nominal amount of any relevant securities issued under paragraph (a) of this resolution) in connection with a fully pre-emptive offer to:
• (1) ordinary shareholders in proportion (as nearly as may be) to their existing holdings; and
• (2) 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 and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal or practical problems in or arising under the laws of any territory or the requirements of any regulatory body or stock exchange or any other matter and the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting or 15 months from the date this resolution is passed, if earlier, but may be previously revoked or varied from time to time by the Company in general meeting and so that the Company may before such expiry, revocation or variation make offers or enter into agreements which would or might require relevant securities to be allotted after such expiry, revocation or variation and the Directors may allot relevant securities in pursuance of such offers or agreements as if such authority had not expired or been revoked or varied.

1. THAT, in substitution for all subsisting authorities to the extent unused, for the purposes of section 551 of the Companies Act 2006 (the 'Act'), in addition to any authority granted pursuant to resolution 14 (if passed), the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company at such conversion prices (or such maximum and minimum conversion price methodologies) as may be decided by the Directors from time to time up to an aggregate nominal amount of £2,493,046 in relation to any issue by the Company of Additional Tier 1 Securities ('AT1 Securities') that automatically convert into or are exchanged for ordinary shares in the Company in prescribed circumstances where the Directors consider that such an issue of AT1 Securities would be desirable including in connection with, or for the purposes of, complying with or maintaining compliance with the regulatory capital requirements or targets applicable to the Company from time to time and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with record dates, fractional entitlements or securities represented by depositary receipts, legal or practical problems in or arising under the laws of any territory or requirements of any regulatory body or stock exchange or any other matter and the authority conferred by this resolution shall expire at the conclusion of the next Annual General Meeting or 15 months from the date this resolution is passed, if earlier, but may be previously revoked or varied from time to time by the Company in general meeting and so that the Company may before such expiry, revocation or variation make offers or enter into agreements which would or might require shares in the Company to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry, revocation or variation and the Directors may allot shares or grant such rights in pursuance of any such offers or agreements as if such authority had not expired or been revoked or varied.

Notice of Annual General Meeting continued

Special resolutions

To consider and, if thought fit, pass the following resolutions, which will be proposed as special resolutions:

• 1. THAT, subject to and conditional on the passing of resolution 14 and in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act') to:
  2. a. allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by resolution 14 as if section 561(1) of the Act did not apply to any such allotment; and/or
  3. b. sell equity securities (as defined in section 560(1) of the Act) for cash if, immediately before such sale, such shares are held as treasury shares (within the meaning of section 724(5) of the Act) as if section 561(1) of the Act did not apply to such sale,

provided that such authorities shall be limited to:

• (1) the allotment or sale of equity securities in connection with a rights issue, open offer or other pre-emptive offer (but in the case of an allotment pursuant to the authority conferred by paragraph (b) of resolution 14, such powers shall be limited to the allotment of equity securities in connection with a fully pre-emptive offer) in favour of holders of ordinary shares and any other persons who are entitled to participate in such issue or offer or sale where the equity securities offered to each such holder and other person are proportionate (as nearly as may be) to the respective numbers of ordinary shares held or deemed to be held by them on the record date applicable to such issue or offer, but subject to such exclusions or other arrangements as the Directors may deem fit to deal with fractional entitlements, legal or practical problems arising under the laws of any overseas territory, the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or by virtue of any other matter whatever;
• (2) the allotment or sale of equity securities otherwise than pursuant to sub-paragraph (1) of this resolution up to an aggregate maximum nominal amount of £747,913; and
• (3) the allotment or sale of equity securities otherwise than pursuant to sub-paragraph (2) of this resolution up to a nominal amount equal to 20 per cent of any allotment or sale of equity securities from time to time pursuant to sub-paragraph (2) of this resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of the 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 before 30 March 2023 (being the latest practicable date before the publication of this Notice).

The authority granted by this resolution shall expire 15 months from the date this resolution is passed or, if earlier, the conclusion of the Company's next Annual General Meeting but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make offers or enter into agreements which would or might require equity securities to be allotted or relevant shares to be sold after such expiry, revocation or variation and the Directors may allot equity securities and sell relevant shares in pursuance of such offers or agreements as if such authority had not expired or been revoked or varied.

• 1. THAT, subject to and conditional on the passing of resolution 14 and in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby authorised, in addition to any authority granted under resolution 16, pursuant to section 570 and section 573 of the Companies Act 2006 (the 'Act') to:
  2. a. allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by resolution 14 as if section 561(1) of the Act did not apply to any such allotment; and/or
  3. b. sell equity securities (as defined in section 560(1) of the Act) for cash if, immediately before such sale, such shares are held as treasury shares (within the meaning of section 724(5) of the Act) as if section 561(1) of the Act did not apply to such sale,

provided that such authorities shall be limited to:

(1) the allotment of equity securities and/or sale of treasury shares up to a nominal amount of £747,913 such authority to be 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 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 before 30 March 2023 (being the latest practicable date before publication of this Notice); and

(2) the allotment or sale of equity securities otherwise than pursuant to sub-paragraph (1) of this resolution 17 up to a nominal amount equal to 20 per cent of any allotment or sale of equity securities from time to time pursuant to subparagraph (1) of this resolution 17, such authority only to be used for the purpose 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 before 30 March 2023 (being the latest practicable date before the publication of this Notice).

The authority granted by this resolution shall expire 15 months from the date this resolution is passed or, if earlier, the conclusion of the Company's next Annual General Meeting but may be previously revoked or varied from time to time by special resolution but so that the Company may before such expiry, revocation or variation make offers or enter into agreements which would or might require equity securities to be allotted or relevant shares to be sold after such expiry, revocation or variation and the Directors may allot equity securities and sell relevant shares in pursuance of such offers or agreements as if such authority had not expired or been revoked or varied.

1. THAT, subject to and conditional upon the passing of resolution 14 and in substitution for all subsisting authorities to the extent unused, the Directors be and are hereby authorised pursuant to section 570 of the Companies Act 2006 (the 'Act') in addition to any authority granted under resolutions 16 and 17 to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority granted by resolution 15 up to an aggregate maximum nominal amount of £2,493,046 in relation to the issue of AT1 Securities as if section 561(1) of the Act did not apply to any such allotment.

The authority granted by this resolution shall expire 15 months from the date this resolution is passed or, if earlier, at the conclusion of the Company's next Annual General Meeting but may be previously revoked or varied from time to time by the Company by special resolution but so that the Company may before such expiry, revocation or variation make offers or enter into agreements which would or might require equity securities to be allotted after such expiry, revocation or variation and the Directors may allot equity securities in pursuance of such offers or agreements as if such authority had not expired or been revoked or varied.

• 1. THAT, in substitution for all subsisting authorities to the extent unused, the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of 40p each in the capital of the Company ('ordinary shares') provided that:
  2. a. the maximum number of ordinary shares authorised to be purchased shall be 1,869,784 (being approximately 10 per cent of the issued share capital of the Company as at 30 March 2023) (being the latest practicable date before publication of this Notice);
  3. b. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be 40p;
  4. c. the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of (1) an amount equal to 5 per cent above 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 date on which the ordinary share is contracted to be purchased and (2) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
  5. d. this authority shall expire on the earlier of 15 months from the date this resolution is passed and the conclusion of the Annual General Meeting of the Company to be held in 2024 unless such authority is renewed, varied or revoked prior to such time; and
  6. e. the Company may enter into contracts to purchase ordinary shares under this authority before the expiry of such authority, which contracts will or may be executed wholly or partly after the expiry of such authority and may make purchases of ordinary shares pursuant to any such contracts.
• 1. THAT the Directors are authorised to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear days' notice.

By order of the Board

M Stevens	Registered Office
Secretary	One Arleston Way
	Shirley
	Solihull
	B90 4LH

11 April 2023

Notice of Annual General Meeting continued

NOTES

• 1. Members 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 Annual General Meeting and any adjournment(s) of the Annual General Meeting. We would encourage you to submit a proxy vote in advance of the meeting and appoint the chairman of the meeting as your proxy (and not a person who, if circumstances change, may not be able or allowed to enter the Annual General Meeting). A shareholder may, however, appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, please contact the Company's Registrar, Link Group:
  2. by post at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL;
  3. electronically at www.signalshares.com;
  4. by telephone on +44(0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales; or
  5. by email via shareholderenquiries@linkgroup.co.uk. You will need your investor code located on your share certificate or tax voucher.

It will need to be stated clearly on each proxy form the number of shares in relation to which the chairman of the Annual General Meeting (or other person) is appointed as proxy. Failure to specify the number of shares to which each proxy appointment relates or specifying a number in excess of those held by the shareholder will result in the proxy appointment being invalid.

As advised previously, the Company is committed to reducing paper and improving efficiency in its shareholder communication. As such, we are no longer sending paper proxy forms to shareholders unless requested from our Registrar. Detailed below are the methods available to appoint a proxy:

• completing a proxy electronically at www.signalshares.com ;
• in the case of shareholders holding their shares through CREST, by utilising the CREST electronic proxy appointment service; or
• requesting a paper proxy form from STB's Registrar, Link Group, by email at shareholderenquiries@linkgroup.co.uk, or by phone on +44 (0)371 664 0300 between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales. (Please note, calls are charged at the standard geographic rate and will vary by provider and calls outside the United Kingdom will be charged at the applicable international rate).
• 1. To be valid any proxy appointment must be received:
  2. electronically at www.signalshares.com; or
  3. in the case of shareholders holding their shares through CREST, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in paragraphs 8 to 11 below; or
  4. by post or by hand to Link Group, PXS1 Central Square, 29 Wellington Street, Leeds LS1 4DL (during normal business hours only).

by no later than 3.00 p.m. on 16 May 2023 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned Annual General Meeting).

• 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. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. In the case of a member which is a company, the proxy appointment must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. Any power of attorney or any other authority under which the proxy appointment is signed (or a duly certified copy of such power or authority) must be included with the proxy appointment.
• 1. The appointment of a proxy, does not prevent a member attending the Annual General Meeting and voting in person if they wish to do so. If you have appointed a proxy and attend the meeting in person, your proxy appointment will be automatically be terminated.
• 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. 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. 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 (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent, Link Group, (ID RA10) by 3.00 p.m. on 16 May 2023. 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 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 their 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 system providers are referred to the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. 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 (as amended).
• 1. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they see fit or, at their discretion, withold from voting. 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 you either select the 'Discretionary' option or if no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they decide in relation to any other matter which is put before the Annual General Meeting.
• 1. Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the paper proxy form and would like to change the instructions using another paper proxy form, please contact the Company's Registrar, Link Group, by one of the methods outlined above.
• 1. If a shareholder wants to change a proxy instruction, the shareholder must also inform the Company in writing by either:
  2. Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a shareholder, which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
  3. Sending an email to shareholderenquiries@linkgroup.co.uk. You will need your investor code which is located on your share certificate or tax voucher.

In either case, the revocation notice must be received by the Registrar no later than 3.00 p.m. on 16 May 2023. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

Notice of Annual General Meeting continued

• 1. 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 such corporation does not do so in relation to the same shares and that no more than one corporate representative exercises powers over the same shares.
• 1. Any person to whom this document is sent who is a person nominated under section 146 of the Companies Act 2006 (the 'Act') to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 7 and paragraph 12 to 14 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on 16 May 2023 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned Annual General Meeting). Changes to the Register of Members after the relevant deadline will be disregarded in determining the right to attend and vote at the Annual General Meeting.
• 1. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required 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 meeting; or (ii) 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 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with section 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, 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 meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.

The request:

• may be in hard copy form or in electronic form (see note 24 below);
• either set out the statement in full or, if supporting a statement sent by another shareholder, clearly identify the statement which is being supported;
• must be authenticated by the person or persons making it (see note 24 below); and
• be received by the Company by 11 May 2023 which is at least one week before the Annual General Meeting.
• 1. As at 30 March 2023, the latest practicable date before publication of this Notice, the Company's issued share capital comprised 18,697,848 ordinary shares of 40p each. No shares are held in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 30 March 2023 is 18,697,848. A copy of this document and further information about the Annual General Meeting, including the information required by section 311A of the Act, can be found at the Company's website at www.securetrustbank.com.
• 1. You may not use any electronic address provided either in this Notice or any related documents to communicate with the Company for any purpose other than those expressly stated. Shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
  2. contacting the Company Secretary by email at CompanySecretariat@securetrustbank.co.uk.
• 1. Any member attending the Annual General Meeting has the right to ask questions. The Company must answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless:
  2. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information,
  3. the answer has already been given on a website in the form of an answer to a question, or
  4. it is undesirable in the interests of the Company or the good order of the meeting to answer the question.

The Board will answer any shareholder questions relating to the business being dealt with at the meeting by email in advance of the meeting. Any such questions should be sent by email to CompanySecretariat@securetrustbank.co.uk by 5 May 2023. Answers will be either communicated directly or published on the investor information section of the website by 9 May 2023, one week ahead of the proxy voting deadline. This will allow you time to read the response and make an informed decision when voting.

1. Documents available for inspection.

The following documents will be available for inspection at an agreed time at the registered office of the Company at One Arleston Way, Shirley, Solihull, B90 4LH. Please email CompanySecretariat@securetrustbank.co.uk to book an appointment to view these documents during usual business hours on any weekday (excluding public holidays):

• a copy of this document,
• a copy of the Company's articles of association,
• copies of the service contracts or letters of appointment of the Directors of the Company, and
• the Report and Accounts.
• 1. Submission of hard copy and electronic requests and authentication requirements.

Where a shareholder or shareholders wish to request the Company to publish audit concerns (see note 19), such request be must be made by either sending:

• A hard copy request which is signed by you, states your full name and address to C/O Company Secretary, 8th Floor, 67 Lombard Street, London, EC3V 9LJ
• A request which states your full name and address, to CompanySecretariat@securetrustbank.co.uk. Please state "AGM" in the subject line of the email.

Explanatory Notes to the Notice of Annual General Meeting

The Notice of the Annual General Meeting of the Company to be held on Thursday, 18 May 2023 is set out on pages 3 to 6 of this document. The following notes provide an explanation of the resolutions to be put to shareholders.

Resolutions 1 to 15 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast for or against are in favour. Resolutions 16 to 20 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for or against are in favour.

Ordinary resolutions

Resolution 1 – Presenting the Accounts

1. The Directors are required by the Companies Act 2006 (the 'Act') to present to the shareholders of the Company at a general meeting the reports of the Directors and Auditor and the audited accounts of the Company for the year ended 31 December 2022. The reports of the Directors and the audited accounts have been approved by the Directors and the report of the Auditor has been approved by the Auditor and a copy of each of these documents may be found in the Report and Accounts.

Resolution 2 – Declaration of Dividend

1. In accordance with the Articles of Association of the Company and the Companies Act 2006 the Directors are proposing a final dividend in respect of the year ended 31 December 2022. The Directors propose that this should be 29.1 pence per ordinary share. The dividend, if approved by shareholders, would be payable on 25 May 2023 to shareholders on the Register of Members at the close of business on 28 April 2023.

Resolutions 3 to 9 – Re-election of Directors

3.-9. In accordance with the UK Corporate Governance Code, all of the Directors are seeking re-election as a Director. Biographical information for the relevant Directors is shown on pages 61 to 63 of the Report and Accounts and Appendix 1 of this document. Details of why the Board believe that the relevant Directors should be re-elected are included in the Governance Report in the Report and Accounts and in the letter from the Chairman in this document.

Resolutions 10 and 11 – Re-Appointment of Auditor and authority for the Directors to determine their remuneration

• 1. The Act requires that an Auditor is appointed at each General Meeting at which accounts are laid to hold office until the next such meeting. The resolution seeks shareholder approval for the re-appointment of Deloitte LLP. The Audit Committee keeps under review the independence and objectivity of the external Auditor, further information on which can found in the Audit Committee report in the Report and Accounts. After considering relevant information, the Audit Committee recommends to the Board that Deloitte LLP be re-appointed.
• 1. Resolution 11 proposes that the Directors be authorised to determine the level of the Auditor's remuneration.

Resolution 12 – Directors' Remuneration Policy

1. The Act requires the Company to present the Directors' Remuneration Policy (the 'Policy') for approval by a binding shareholder vote by way of ordinary resolution at least once every three years. In general terms, once the Policy becomes effective, the Company will only be able to make a remuneration payment to a current or a prospective Director or a payment for loss of office to a current or past Director if that payment is consistent with the Policy or, if it is inconsistent with the Policy, an amendment to the Policy authorising the Company to make the payment is approved by a separate shareholder resolution. If the resolution is not passed, the company will seek shareholder approval for a revised Policy before the 2024 Annual General Meeting. In the meantime, the current Directors' Remuneration Policy shall continue in effect.

Resolution 13 – Directors' Remuneration Report

1. The Act requires the Company to seek an advisory shareholder vote on the Directors' Remuneration Report on an annual basis. Resolution 13 deals with this. This is an advisory vote only and therefore no entitlement to remuneration is conditional on this resolution being passed. The Directors' Remuneration Report consists of two elements; an annual statement, which is shown on pages 80 to 81 of the Report and Accounts, and an annual report on remuneration, which starts at page 82 of the Report and Accounts and concludes on page 93 (together the 'Directors' Remuneration Report'). The report contains information on the remuneration the Directors each received in the year under review.

Resolution 14 – Authority to the Directors to allot shares

1. The Act provides that the Directors may only allot shares if authorised by shareholders to do so. Resolution 14 will, if passed, authorise the Directors to allot shares and to grant rights to subscribe for or convert securities into shares. The Company last sought and received this authority at the 2022 Annual General Meeting. The Directors are seeking to renew this authority with shareholders to retain the flexibility contemplated in this resolution in a manner consistent with other Main Market companies at the forthcoming 2023 Annual General Meeting.

Paragraph (a) of the resolution will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit, up to £2,493,046 (equal to approximately one-third of the issued ordinary share capital of the Company as at 30 March 2023, the latest practicable date prior to the publication of this Notice).

Paragraph (b) will give the Directors additional authority to allot relevant securities in connection with a fully pre-emptive offer up to an aggregate nominal amount of £4,986,092 (less the aggregate nominal value of any ordinary shares issued under paragraph (a) of this resolution). This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 30 March 2023, the latest practicable date before the publication of this Notice and is considered routine, and in accordance with guidance, by the Investment Association.

The authority will expire at the earlier of the date that is 15 months after the date of the passing of the resolution and the conclusion of the Annual General Meeting of the Company in 2024.

Passing resolution 14 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders when opportunities arise by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.

As at 30 March 2023, the latest practicable date before the publication of this document, the Company had 18,697,848 ordinary shares of 40 pence each in issue. The Company held no treasury shares as at that date.

Resolution 15– Authority to the Directors to allot shares in relation to the issue of AT1 Securities

1. Under the EU Capital Requirements Regulation ('CRR'), the Company must maintain a minimum amount of Tier 1 capital, which is defined as a percentage of its risk weighted assets. Part of that Tier 1 capital may be held in the form of AT1 Securities. To qualify as Tier 1 capital, the terms of any AT1 Securities issued must satisfy certain conditions under the CRR which are designed to increase the stability of the issuer in adverse financial circumstances. This includes a requirement that the AT1 Securities automatically convert into or be exchanged for ordinary shares in the Company in certain prescribed circumstances, such as the Company's Tier 1 ratios falling below a specified level.

The effect of resolution 15 is to give the Directors the authority to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company in connection with the issue of AT1 Securities up to an aggregate nominal amount of £2,493,046 (equal to approximately one third of the issued ordinary share capital of the Company as at 30 March 2023, the latest practicable date before the publication of this Notice).

This authority is not contemplated by the guidance issued by the Investment Association and is in addition to the authority proposed in resolution 14, which is the usual authority sought on an annual basis in line with guidance issued by the Investment Association. The authority sought in resolution 15 will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Company from time to time.

The authority will remain in force until the end of the Annual General Meeting in 2024 or 15 months after the date the resolution is passed, whichever is earlier.

The Directors believe it is in the best interests of the Company to have the flexibility to issue AT1 Securities from time to time. Before deciding to use the authority sought in resolution 15, the Directors would take into account a number of factors including the specific regulatory requirements at the time, the Company's overall capital structure and the regulatory and market assessment of appropriate capital ratios as well as market conditions at the time and demand for the issue of AT1 Securities. However, the request for authority in resolution 15 should not be taken as an indication that the Company will or will not issue any or any given amount of AT1 Securities.

Explanatory Notes to the Notice of Annual General Meeting continued

Special resolutions

Resolutions 16 and 17 – Partial Disapplication of Statutory Pre-emption Rights

16.- The Act requires that where new shares are issued or treasury shares are sold for cash they must first be offered to the existing 17. shareholders in proportion to their existing holdings on a pre-emptive basis in accordance with a particular procedure, unless shareholders have given authority for the waiver of their statutory pre-emption rights by way of special resolution. The Directors believe that this would be too restrictive to enable the Company to take advantage of opportunities which may arise. As a result, (as at previous Annual General Meetings, and) in accordance with the Pre-Emption Group's Statement of Principles 2022 on Disapplying Pre-Emption Rights (the 'Statement of Principles 2022'), the Directors are therefore seeking authority in two separate

resolutions (resolutions 16 and 17) to be able to issue shares or sell treasury shares for cash in certain circumstances without complying with the statutory pre-emption procedure.

Accordingly, resolution 16 seeks authority for the Directors, pursuant to the allotment authority given by resolution 14 to disapply pre-emption rights and: (i) issue shares or sell treasury shares for cash in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors consider necessary; (ii) issue shares or sell treasury shares for cash (otherwise pursuant to (i) above) up to an aggregate nominal value of £747,913, representing approximately 10 per cent of the total issued ordinary share capital of the Company excluding treasury shares; and (iii) issue shares or sell treasury shares for cash (otherwise pursuant to (i) and (ii) above) up to an aggregate nominal amount of £149,582 representing approximately two per cent of issued ordinary share capital, to be used only for the purposes of a follow-on offer (see further below).

Resolution 17, seeks authority for the Directors to disapply pre-emption rights and allot new shares and other equity securities pursuant to the allotment authority given by resolution 14 or sell treasury shares for cash, up to a further aggregate nominal amount of £747,913, representing approximately an additional 10 per cent of the Company's total issued ordinary share capital, but only for the purposes of financing a transaction which the Directors determine to be an acquisition or a specified capital investment, as contemplated by the Statement of Principles 2022, with authority for a further disapplication of pre-emption rights up to an aggregate nominal amount of £149,582, representing approximately two per cent of total issued share capital to be used only for the purposes of a follow-on offer.

The aggregate nominal amounts above represent approximately 10 per cent and two per cent respectively of the total issued share capital of the Company as at 30 March 2023, being the latest practicable date prior to the publication of this Notice.

Resolutions 16 and 17 are in line with the disapplication authorities permitted by the Statement of Principles 2022. This allows the Directors to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10 per cent of a company's issued ordinary share capital for use on an unrestricted basis; (ii) up to an additional 10 per cent of issued ordinary share capital in connection with 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; and (iii) in the case of both (i) and (ii), up to an additional two per cent of total issued ordinary share capital for the purposes only of a follow-on offer. The Statement of Principles 2022 provides for a follow-on offer as a possible means of enabling smaller and retail shareholders of 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 offer or placing being undertaken. The Statement of Principles 2022 sets out the expected features of such a 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.

Both authorities will expire on the earlier of either the conclusion of the Annual General Meeting in 2024 or 15 months after the date the resolution is passed, whichever is earlier.

Resolution 18 – Disapplication of Statutory Pre-emption Rights in relation to an issue of AT1 Securities

1. The effect of resolution 18 is to give the Directors authority to allot equity securities pursuant to any proposal to issue AT1 Securities, without first offering them to existing shareholders in proportion to their holdings.

This will allow the Company to manage its capital in the most efficient and economic way for the benefit of shareholders. If passed, resolution 18 will authorise the Directors to allot shares and grant rights to subscribe for or to convert any security into shares in the Company on a non-pre-emptive basis in whatever manner they see fit in connection with an issue of AT1 Securities up to an aggregate nominal amount of £2,493,046 (equal to approximately one third of the issued ordinary share capital of the Company as at 30 March 2023, the latest practicable date before the publication of this Notice.

The authority sought in resolution 18 will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Company.

The authority will remain in force until the end of the Annual General Meeting in 2024 or 15 months after the date the resolution is passed, whichever is earlier.

Resolution 19 – Purchase of Own Shares by the Company

1. If passed, this resolution will grant the Company authority for a period of up to 15 months after the date of passing of the resolution to buy its own shares in the market. The resolution limits the number of shares that may be purchased to approximately 10 per cent of the Company's issued share capital. The price per ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 40 pence per ordinary share and a maximum amount (excluding expenses) which is the higher of (i) an amount equal to five per cent above the average of the closing middle market price of the ordinary shares (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which the share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out.

The Directors' present intention is that shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided Listing Rule requirements are met) transferred for the purposes of or pursuant to an employees' share scheme. The effect of any cancellation will be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends). The Directors will only make purchases under this authority if they believe that the effect of such purchases (where such shares are purchased for cancellation) would result in increased earnings per share and would be in the interests of the shareholders generally.

The authority will remain in force until the conclusion of the Annual General Meeting in 2024 or 15 months after the date the resolution is passed, whichever is earlier.

Resolution 20 – Approving the Notice Period for General Meetings

1. To maintain its ability to call general meetings (other than an Annual General Meeting) on 14 clear days' notice, the Company must offer all shareholders the ability to appoint a proxy electronically (via the website of the Company or its Registrar) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 20 seeks such approval.

It is intended that a similar resolution will be proposed at future Annual General Meetings. It is not the Company's intention to utilise this authority in the ordinary course of business and only in exceptional circumstances where flexibility regarding the calling of general meetings is required.

Appendix 1

Biographies of Directors

All Directors are submitting themselves for election or re-election at the Annual General Meeting.

The Rt Hon Lord Forsyth of Drumlean PC Kt

Non-Executive Chairman

Appointed to the Board on 1 March 2014 as an Independent Non-Executive Director and as Chairman of the Company on 19 October 2016. Chair of the Nomination Committee and member of the Remuneration Committee.

Skills and experience

Lord Forsyth is a former Chairman of Hyperion Insurance Group, and former Deputy Chairman of JP Morgan UK and Evercore Partners International. He was appointed to the Privy Council in 1995, knighted in 1997, and joined the House of Lords in 1999. He was a member of the House of Commons for 14 years and served in Government for 10 years, latterly as a Cabinet Minister.

Long-term contributions and reason for election:

His background in the public and private sectors has given Lord Forsyth a broad experience of matters relevant to the business of the Group including strategy, governance, operations, marketing, risk and human capital. His experience enables him to provide valuable insights at committee meetings and to chair the Board effectively.

Other appointments include:

Lord Forsyth is a director of J&J Denholm Limited and Denholm Logistics Group Limited. He served a full term of 4 years as Chairman of the House of Lords Economic Affairs Committee and stepped down in in January 2022. He was elected as Chairman of the Association of Conservative Peers in September 2021.

David McCreadie FCBI

Chief Executive Officer

Appointed to the Board on 17 December 2019 and as CEO on 5 January 2021.

Skills and experience

David McCreadie has many years of banking experience and is a Fellow of the Chartered Banking Institute. He spent 22 years at The Royal Bank of Scotland ('RBS') (now Natwest Group plc) holding roles in Branch Banking, Consumer Finance and several Group central functions. From 2004 to 2008, David was appointed as the CEO of Kroger Personal Finance, a joint venture between RBS and Kroger Co, based in Cincinnati, USA. David joined Tesco Personal Finance in 2008 and was a member of the executive team that built Tesco Bank. David was an Executive Director and Managing Director of Tesco Bank, with a responsibility for the banking and insurance businesses, from 2015 to 2019.

Long-term contributions and reason for election:

His executive career and wealth of experience in banking, risk management, governance, consumer facing businesses and retailing, as well as previous CEO experience, provide David with the skills needed to manage the day-to-day of the business of the Group. His strong leadership and strategic expertise enable him to lead the Group in a sustainable way that creates long-term shareholder value.

Rachel Lawrence ACMA

Chief Financial Officer

Appointed as Chief Financial Officer and to the Board as an Executive Director on 23 September 2020.

Skills and experience

Rachel has considerable experience in financial services gained from a career spanning more than 20 years. She has held senior finance roles in Metro Bank, where she was part of the original team that set up the bank, and Shawbrook where she was part of the successful Initial Public Offering ('IPO'). Prior to joining Secure Trust Bank plc, Rachel was CFO at AIB Group (UK) plc. She brings a wealth of banking experience focussed on high growth start up organisation and wider financial services experience gained in asset management, life, pensions and general insurance. She is a qualified chartered management accountant.

Long-term contributions and reason for election:

Rachel's considerable experience in finance and banking which proves invaluable in her role as CFO. She has a deep understanding of the Group's businesses and strategy and has a strong track record of creating shareholder value.

Ann Berresford ACA

Senior Independent Director

Appointed to the Board on 22 November 2016, as Chairman of the Audit Committee on 23 September 2017. Member of the Risk and Nomination Committees. Ann was appointed as Senior Independent Director following the close of the 2020 Annual General Meeting.

Skills and experience

Ann Berresford is a Chartered Accountant with a background in the financial services and energy sectors. She has held positions at Bath Building Society, the Pensions Regulator, Hyperion Insurance Group, Triodos Renewables plc, the Pension Protection Fund, Bank of Ireland Group, Clyde Petroleum plc and Grant Thornton.

Long-term contributions and reason for election:

Her career has given Ann experience in mortgages, pensions, operations, accounting, finance and risk. Her previous experience in the renewable sectors gives her a long-term outlook. The insights she has gained from her career mean that she is a strong Senior Independent Director and an excellent addition to the Board and committees she serves. Her financial background makes her an excellent Chairman of the Audit Committee.

Other appointments include:

Ann is the Senior Independent Director and Chairman of the Audit Committee of Albion Venture Capital Trust PLC.

Paul Myers ACIB

Independent Non-Executive Director

Appointed to the Board on 28 November 2018 and as Chairman of the Risk Committee on 31 March 2020. Member of the Nomination and Remuneration Committees. Paul is the Non-Executive Director designated for workforce engagement and the Chairman of the Employee Council.

Skills and experience

Paul Myers has many years of banking experience, gained initially in Barclays where he spent 24 years in a variety of retail banking roles. He was part of the small team that founded and built Aldermore Bank, where he served as Chief Operating Officer, Corporate Development Director and on the board as an Executive Director. Paul had a wide range of responsibilities at Aldermore, including IT, operations, transformation, marketing and digital as well as building and developing the retail and SME savings operations. Paul also has experience as CEO of a FinTech new banking venture, GKBK Limited. Paul is an Associate of the Chartered Institute of Bankers.

Long-term contributions and reason for election:

Paul's career has given him a wide range of experiences and responsibilities including IT, operations, transformation, marketing and digital as well as building and developing retail and SME savings operations. His insight into banking and particularly IT and operations provide a unique viewpoint that complements the Board and the Committees he serves well. His broad experience positions him well as Chairman of the Risk Committee.

Other appointments include:

Paul is currently a Non-Executive Director and Chairman of the Remuneration Committee at Ashman Bank Limited, a new bank start-up.

Appendix 1 continued

Victoria Stewart

Independent Non-Executive Director

Appointed to the Board on 22 November 2016 and as Chairman of the Remuneration Committee on 21 July 2017. Member of the Audit and Nomination Committees.

Skills and experience

Victoria Stewart has over 25 years' experience in the financial services sector and was for many years a fund manager and investor in UK small companies. Victoria has knowledge of corporate structures and capital markets with particular experience in smaller companies listed on the Main Market and the Alternative Investment Market. She has held a number of positions at Royal London Group and Chiswell Associates (formerly Cantrade Investment Management Limited and now part of Sarasin & Partners).

Long-term contributions and reason for election:

Victoria's background has given her vast experience in remuneration, governance, corporate strategy, investor relations, accounting, finance and risk. Her investor relations experience provides her with valuable insight from a shareholder perspective which the Board benefits from. Her experience in remuneration and governance make her a suitable choice for the Chairman of the Remuneration Committee and member of the Nomination Committee.

Other appointments include:

Victoria is a Non-Executive Director of Artemis Alpha Trust plc, Aberforth Smaller Companies Trust plc and JP Morgan Claverhouse investment Trust plc. She is a member of the ICAEW Investment Committee and a former member of the ICAEW Corporate Governance Committee.

Finlay Williamson CA FCIBS

Independent Non-Executive Director

Appointed to the Board on 30 June 2021 and member of the Risk and Nomination Committees. Appointed to the Audit Committee and as Consumer Duty Champion on 27 October 2022.

Skills and experience:

Finlay Williamson is a qualified accountant with many years of banking experience, gained initially at The Royal Bank of Scotland Group PLC (now NatWest Group plc) and then at Virgin Money Holdings (UK) plc where he was CFO prior to the IPO. Finlay was previously a Non-Executive Director at Paragon Banking Group PLC where he was a member of the Audit Committee and chaired the Group and Bank Risk Committees.

Long-term contributions and reason for election:

His career has given Finlay experience in retail, SME and auto finance banking as well as real estate domain experience. He also has experience of corporate acquisitions, and subsequent integrations, with significant experience of change and transformation. Finlay has developed good relationships with the FCA and PRA during his career and is up to date with their priorities and processes. He also has prior appointments on plc Boards and Committees. The skills and experience he has gained from his career mean that he is a strong addition to the Board and committees he serves.

Other appointments include:

Finlay is currently the Chairman of the Audit Committee and Senior Independent Director of Hampden & Co PLC.

Secure Trust Bank PLC 18

Secure Trust Bank PLC

One Arleston Way Shirley Solihull West Midlands B90 4LH

T 0121 693 9100

Registration No. 00541132

www.securetrustbank.com