Vanquis Banking Group (formerly: Provident Financial Plc)

AGM Information • May 7, 2015

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES

RESOLUTIONS OF PROVIDENT FINANCIAL plc COMPANY NO: 668987

At the fifty-fifth Annual General Meeting of Provident Financial plc, held at No. 1 Godwin Street, Bradford, West Yorkshire BD1 2SU on Thursday 7 May 2015 at 10.00am, the following special resolutions were proposed and passed.

Authority for the Company to purchase its own shares (Special resolution 16)

• 1. THAT the Company be generally and unconditionally 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 own ordinary shares of $20^8$ /₁₁p each ("ordinary shares"), such power to be limited:
• to a maximum aggregate number of 14,695,219 ordinary shares; $(a)$
• $(b)$ by the condition that the minimum price which may be paid for an ordinary share is the nominal value of that share and that the maximum price which may be paid for an ordinary share is the highest of:
  • an amount equal to 5% above the average market value of an ordinary $(i)$ share, based on the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
  • the higher of the price of the last independent trade and $(ii)$ the highest current independent bid on the London Stock Exchange at the time that the purchase is carried out;

in each case, exclusive of expenses;

such power to expire on 30 June 2016 or, if earlier, on the conclusion of the Company's next annual general meeting; but in each case so that the Company may, before such expiry, enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Power to disapply pre-emption rights (Special resolution 17)

• 1. THAT the directors be empowered to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 15 as set out in the Notice of this meeting, and 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 such allotment or sale, such power to be limited to:

• the allotment of equity securities and sale of treasury shares for cash in $(a)$ connection with an offer of, or an invitation to apply for, equity securities (whether by way of rights issue, open offer or otherwise):

• $(i)$ 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 otherwise considers it necessary,

subject to any limits, restrictions or arrangements which the board 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; and

$(b)$ any other allotment of equity securities up to an aggregate nominal amount of £1,522,959,

such power to expire when the authority conferred on the directors by Resolution 15 in the Notice of this meeting expires save that, before the expiry of this power, 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 may allot equity securities (and sell treasury shares) under any such offer or agreements as if the power had not ended.

Notice of a general meeting (Special resolution 18)

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

Variable Pay Cap (Resolution 19)

THAT Vanquis Bank Limited, a subsidiary of the Company, be authorised to apply a 19. ratio to the fixed and variable components of remuneration for those individuals who are classified as Remuneration Code Staff (as defined in the Remuneration Code published by the Prudential Regulation Authority, as amended from time to time) and are employed by Vanquis Bank Limited such that the variable component of total remuneration for each such individual shall not exceed 200% of the fixed component of total remuneration for that individual.

Eberlungs

DEPUTY COMPANY SECRETARY