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6286_agm-r_2019-03-26_ea2cee7c-ed43-4a45-a2df-d23d83a43ee3.pdf

AGM Information

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Notice of the 59th Annual General Meeting of Provident Financial plc

12.00 pm on 21 May 2019 Clifford Chance 10 Upper Bank Street Canary Wharf London E14 5JJ

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you should contact your stockbroker, bank manager, solicitor, accountant or other independent professional advisor immediately who, if you are taking advice in the United Kingdom, is duly authorised pursuant to the Financial Services and Markets Act 2000 or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your ordinary shares in Provident Financial plc, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

Registered Office:

No. 1 Godwin Street Bradford West Yorkshire BD1 2SU

26 March 2019

Dear Shareholder,

Notice of Annual General Meeting

I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which will be held at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on Tuesday, 21 May 2019 at 12.00pm. We have decided to hold this year's AGM in London given that London is the UK's leading financial services centre and home to our Vanquis Bank division. Directions and a map of how to get to the Clifford Chance offices are set out on page 10. I look forward to welcoming you to the Meeting. Light refreshments will be available on arrival.

Full details of the resolutions that will be put to shareholders, including explanatory notes, are set out in the formal Notice of Meeting which is set out on pages 4 to 9 of this document.

As you will be aware, the Company became the subject of an unsolicited takeover bid from Non-Standard Finance plc on Friday 22 February 2019. The takeover process is ongoing as at the date of this notice and we will continue to keep our stakeholders informed as things develop.

Business of the Meeting

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

Approval of the Directors' Remuneration Policy and Directors' Remuneration Report (Resolutions 2 and 3)

In accordance with the Companies Act 2006 (as amended), the Directors' Remuneration Report is divided into two parts; the first part is the Directors' Remuneration Report which explains how the Director's Remuneration Policy (Policy) has been implemented during the 2018 financial year and is set out on pages 145 to 160 of the 2018 Annual Report, and the second part is the Policy which describes the Remuneration Committee's approach to the remuneration of directors and is set out on pages 161 to 166 of the Annual Report and Financial Statements 2018.

The Company is required to seek shareholder approval of the Policy at least once every three years commencing with the first AGM after 1 October 2013. The current Policy was approved by over 93% of our shareholders at the Company's AGM on 12 May 2017. The next binding vote on the Policy is not required before May 2020. However, after careful consideration, we are proposing several amendments to the current Policy at the 2019 AGM, and as such approval for these changes is sought under Resolution 2.

The amended Policy will apply to awards in respect of 2019 performance year onwards for all executive directors. The proposed amendments will bring the Policy in line with best practice and ensure the overall remuneration for the executive directors is at a market competitive level.

The key proposed changes to the Policy are:

  • l Reduction in the maximum pension allowance from 30% to 15% for existing executive directors. For any future executive director appointments from 2019 AGM onwards, pension allowance will be capped at 10%, in line with the allowance available to the workforce;
  • l Removal of the deferred bonus matching plan from the Policy for future awards;
  • l Increase in mandatory deferral from one third to 40% of any bonus payable;
  • l Increase in the maximum annual bonus opportunity from 120% to 175%, recognising the removal of the deferred bonus matching plan, the reduction in pension allowance, the increase in mandatory deferral, and the market levels of maximum annual bonus in other financial services companies;
  • l Formalisation of a 2-year post-vesting holding period under the Long-Term Incentive Scheme (LTIS), creating a "3+2" structure in line with the new UK Corporate Governance Code requirements; and
  • l Strengthening of Malus and Clawback provisions.

If approved, the Policy will take effect from the end of the AGM and will be valid for up to three financial years without further shareholder approval being required. If the Company wished to change the approved Policy, it would need to seek further shareholder approval before any changes could be implemented.

The Company is also required to seek shareholder approval of the Directors' Remuneration Report each year. Resolution 3 is seeking this approval. The vote is advisory and the executive directors' entitlement to remuneration is not conditional upon the resolution being passed.

Final Dividend (Resolution 4)

You are being asked to approve a recommended final dividend of 10.0p per ordinary share for the year ended 31 December 2018. If approved, the final dividend will be paid on 21 June 2019 to all ordinary shareholders who are on the Register of Members at the close of business on 24 May 2019.

Authority to disapply pre-emption rights (Resolutions 17 and 18)

Each year at the AGM, shareholders are invited to grant the Board the power to allot shares for cash (otherwise than in connection with a rights issue or a similar pre-emptive issue) without first offering those shares to existing shareholders in proportion to their existing holdings. This power to disapply pre-emption rights was amended in 2016 in line with the revised guidelines on the disapplication of pre-emption rights issued by The Pre-Emption Group in 2015. Also in accordance with the Pre-Emption Group's Monitoring Report published in 2016, the Company has split the authority into two resolutions.

Specifically, the guidelines were relaxed to allow companies the opportunity to finance expansion opportunities as and when they arise.

The Board would like to continue to have the flexibility that this change affords and accordingly, the Company is again seeking, in addition to the customary disapplication power over 5% of the total issued equity share capital of the Company which is sought under Resolution 17, a disapplication power under Resolution 18 over a further 5% of the total issued equity share capital of the Company (provided that the additional power sought under Resolution 18 is only used in connection with acquisitions and specified capital investments). Further information is set out in the notes to Resolutions 17 and 18, both of which are special resolutions.

Recommendation

The Board considers that all resolutions proposed are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your Board unanimously recommends that shareholders vote in favour of them.

Shareholder Questions

If you are unable to attend the AGM, you may submit questions relating to the business to be conducted at the AGM in advance, by email to [email protected] by no later than 20 May 2019. We will consider all questions received and, if appropriate, address them at the AGM.

Action to be taken

Whether or not you propose to attend the AGM, please complete and submit the proxy appointment form in accordance with the Explanatory Notes to the Notice of the Meeting set out on pages 8 and 9. All shareholders who are entitled to attend and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. The proxy appointment form must be received at the address for delivery specified in the Explanatory Notes by 12pm on Friday 17 May 2019.

Important Information – online voting at future shareholder meetings.

Your vote is important to the Company and I encourage you to vote on all shareholder matters. In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company does not intend to provide paper proxy cards for the 2020 AGM and future AGMs and accordingly, you will be required to vote online in future.

Yours faithfully

Patrick Snowball

Chairman

Notice of Annual General Meeting and Explanatory Notes

The Fifty-Ninth Annual General Meeting of Provident Financial plc will be held at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on Tuesday, 21 May 2019 at 12.00pm.

Shareholders will be asked to consider and pass the resolutions below. Resolutions 16 to 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

An ordinary resolution will be passed at the Meeting on a show of hands if it is passed by a simple majority of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote. A special resolution will be passed at the meeting on a show of hands if it is passed by a majority of not less than 75% of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote.

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

ANNUAL REPORT AND FINANCIAL STATEMENTS

Ordinary Resolution 1: That the directors' and auditor's reports and the audited financial statements of the Company for the year ended 31 December 2018 be received.

The directors' and auditor's reports and the audited financial statements of the Company for the year ended 31 December 2018, together with the Annual Report and Financial Statements 2018 (the Annual Report) have been made available to shareholders and will be presented at the AGM. The annual report may also be accessed on the Company's website at www.providentfinancial. com (Website).

REMUNERATION

Resolution 2: To receive and approve the Directors' Remuneration Policy as set out on pages 161 to 166 of the Annual Report and Financial Statements.

The Directors' Remuneration Policy (Policy) is contained in the annual report published on our Website at www.providentfinancial. com. This is a binding vote and if passed by shareholders the Company will only be able to make payments to a current or prospective director or a payment for loss of office to a current or past director after the date of the AGM consistent with the approved Policy. The key proposed changes to the Policy are:

  • l Reduction in the maximum pension allowance from 30% to 15% for existing executive directors. For any future executive director appointments from 2019 AGM onwards, pension allowance will be capped at 10%, in line with the allowance available to the workforce;
  • l Removal of the deferred bonus matching plan from the Policy for future awards;
  • l Increase in mandatory deferral from one third to 40% of any bonus payable;
  • l Increase in the maximum annual bonus opportunity from 120% to 175%, recognising the removal of the deferred bonus matching plan, the reduction in pension allowance, the increase in mandatory deferral, and the market levels of maximum annual bonus in other financial services companies;
  • l Formalisation of a 2-year post-vesting holding period on the Long-Term Incentive Scheme (LTIS), creating a "3+2" structure in line with the new UK Corporate Governance Code requirements; and
  • l Strengthening of Malus and Clawback provisions.

Further details of the changes to the Policy are set out in the Chairman's letter on page 2, and the annual report on page 160 published on our Website.

Ordinary Resolution 3: That the annual statement by the chairman of the remuneration committee and the directors' annual remuneration report for the year ended 31 December 2018 as set out on pages 144 to 160 (inclusive) of the Annual Report and Financial Statements 2018 be approved.

The directors' annual report on remuneration for the year ended 31 December 2018 is contained in the annual report published on our Website at www.providentfinancial.com, in the Investors section. This vote is advisory only and does not affect the actual remuneration paid to any individual director.

DIVIDEND

Ordinary Resolution 4: That a final dividend of 10.0p per share on the ordinary shares of 208 /11p each in respect of the year ended 31 December 2018 be declared.

Shareholders are being asked to approve the final dividend for each ordinary share. However, the final dividend cannot be more than the amount which the directors recommend (which is 10.0p for each ordinary share). Under the Articles of Association of the Company (Articles) the directors can pay interim dividends (these are dividend payments made during the year).

DIRECTORS

Ordinary Resolution 5: That Andrea Blance be re-elected as a director of the Company.

Ordinary Resolution 6: That Malcolm Le May be re-elected as a director of the Company.

Ordinary Resolution 7: That Elizabeth Chambers be elected as a director of the Company.

Ordinary Resolution 8: That Paul Hewitt be elected as a director of the Company.

Ordinary Resolution 9: That Angela Knight be elected as a director of the Company.

Ordinary Resolution 10: That Patrick Snowball be elected as a director of the Company.

Ordinary Resolution 11: That Simon Thomas be elected as a director of the Company.

The Company's Articles require that any director appointed to the Board retire and seek to be elected by shareholders at their first AGM following appointment and subsequently re-elected at each following AGM. Accordingly, following the appointment of Elizabeth Chambers, Angela Knight and Paul Hewitt with effect from 31 July 2018, the appointment of Patrick Snowball with effect from 21 September 2018, and the appointment of Simon Thomas with effect from 3 December 2018, they will all seek election at this AGM. Additionally, in accordance with the UK Corporate Governance Code 2018 (the 'Code') and the Company's Articles, it is proposed that all other directors seek re-election at the AGM this year, with the exception of John Straw who will be stepping down from the Board on 20 May 2019 and will not be standing for re-election at the 2019 AGM.

When making its recommendation to the Board in respect of the election or re-election of the directors, the Nomination Committee considers the balance of skills, experience, independence and knowledge on the Board and reviews the commitment and effectiveness of each director. The performance of the directors proposed for election or re-election has also been subject to a formal evaluation.

Accordingly, the Board has resolved that the directors continue to be effective, committed to their roles and have sufficient time available to perform their duties to the Company. Additionally, the Board has determined that, other than the Chairman, each of the non-executive directors at year-end continues to be independent.

The Board considers that the independent character and judgement of the non-executive directors and their varied and relevant experience combine to provide an appropriate balance of skills and knowledge which is of great benefit to the Company and that the individual contributions of each of the directors are, and will be, important to the Company's long-term sustainable success. Accordingly, the Board recommends the election of Elizabeth Chambers, Angela Knight, Paul Hewitt, Patrick Snowball and Simon Thomas and the re-election of all other directors, with the exception of John Straw, who will not be standing for re-election at the 2019 AGM. You can read about the directors' individual skills, experience, knowledge and the contribution that they bring to the Board and the Company in their biographies on pages 11 to 14.

AUDITOR

Ordinary Resolution 12: That Deloitte LLP be reappointed as auditor of the Company.

The Company is obliged by law to appoint an auditor annually to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid. Deloitte LLP were first appointed by the Company at the 2013 AGM. This resolution proposes that Deloitte LLP now be reappointed as the Company's auditor following a recommendation from the Audit Committee and the Board.

Ordinary Resolution 13: That the Audit Committee, for and on behalf of the Board, be authorised to determine the auditor's remuneration.

This resolution authorises the Audit Committee to set the auditor's remuneration.

POLITICAL DONATIONS

Ordinary Resolution 14: That from the date of this resolution until the earlier of 30 June 2020 and the conclusion of the Company's next AGM, the Company and all companies that are subsidiaries at any time during such period are authorised to:

  • a. make political donations to political parties and/or independent election candidates;
  • b. make political donations to political organisations other than political parties; and
  • c. incur political expenditure;

up to an aggregate total amount of £50,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such a rate as the Board may decide is appropriate. Terms used in this resolution have, where applicable, the meanings they have in Part 14 of the Companies Act 2006 on "Control of Political Donations and Expenditure".

This resolution renews the resolution that was passed at the 2018 AGM and seeks approval from shareholders to enable the Company to make political donations or incur political expenditure which it would otherwise be prohibited from making or incurring by the Companies Act 2006.

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

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

AUTHORITY TO ALLOT SHARES

Ordinary Resolution 15: That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that:

  • a. the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £17,324,914;
  • b. this authority shall expire on 30 June 2020 or, if earlier, on the conclusion of the Company's next AGM;
  • c. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry; and

d. all authorities vested in the directors on the date of the Notice of this Meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this Meeting are revoked.

The directors are currently authorised to allot shares (which include ordinary shares and preference shares) in the Company and to grant rights to subscribe for or convert any security into shares but the authority is due to expire at the 2019 AGM. In accordance with best practice the directors are seeking the annual renewal of this authority. The authority granted at the 2018 AGM will be revoked although such revocation will not have retrospective effect.

This resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate nominal value equal to £17,324,914 (representing 83,585,112 ordinary shares). This represents approximately 33% of the total issued equity share capital of the Company as at 21 March 2019 (being the latest practicable date prior to the publication of this document). The renewed authority will remain in force until 30 June 2020 or, if earlier, the conclusion of the Company's next AGM. As at 21 March 2019, the Company did not hold any treasury shares.

The directors have no present intention of exercising this authority. The purpose of giving the directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise.

AUTHORITY TO PURCHASE OWN SHARES

Special Resolution 16: That the Company be generally and unconditionally authorised, for the purpose 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 208 /11p each ("ordinary shares"), such power to be limited:

  • a. to a maximum aggregate number of 25,328,822 ordinary shares; and
  • 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:
    • (i) an amount equal to 5% above the average market value of an ordinary 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
    • (ii) the higher of the price of the last independent trade and the highest current independent bid for a share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 16 will be carried out,

in each case exclusive of expenses; such power to expire on 30 June 2020 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.

This resolution renews the authority given to the Company at the 2018 AGM to purchase its own shares in the market. No shares were purchased pursuant to that authority. The resolution sets out the maximum number of shares which may be purchased, which is approximately 10% of the total issued equity share capital of the Company as at 21 March (being the latest practicable date prior to the publication of this document), the highest and lowest prices which may be paid and the date when this authority expires. If any shares are purchased, they will be either cancelled or held as treasury shares, as determined by the directors at the time of purchase on the basis of shareholders' best interests. If the directors decide to hold them as treasury shares, then any subsequent issue of these treasury shares for the purposes of equity-based incentive schemes will be treated as being included in the 10% anti-dilution limit in those schemes. The Board would also have regard to any investor guidelines in this regard.

The directors are committed to managing the capital of the Company effectively. Any purchases would be made only if to do so would result in an increase in earnings per share of the Company and would be in the best interests of the Company and of shareholders generally. Earnings per share is the profit after tax of the Company divided by the weighted average number of shares in issue during the year. The directors have no present intention of making purchases of the Company's shares pursuant to this authority.

As at 21 March 2019 (being the latest practicable date prior to the publication of this document) there were options/awards outstanding over 2,610,130 ordinary shares in the capital of the Company which represents 1.030% of the Company's total issued equity share capital as at that date. If the authority to purchase the Company's ordinary shares was executed in full, these options would represent 1.145% of the Company's total issued share capital. As at 21 March 2019 (being the latest practicable date prior to the publication of this document) the Company did not hold any treasury shares.

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

Special Resolution 17: 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:

  • a. the allotment of equity securities and sale of treasury shares for cash in 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 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. the allotment of equity securities and/or sale of treasury shares for cash (other than pursuant to paragraph a. above) up to an aggregate nominal amount of £2,624,987

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 agreement as if the power had not ended.

This resolution seeks to renew the directors' power granted at the 2018 AGM to allot equity securities for cash and to sell treasury shares other than to existing holders of ordinary shares in proportion to their holdings.

Equity securities are ordinary shares in the Company (but do not include shares which are allotted under employee share schemes). This power is limited to an offer of equity securities by way of a rights issue or an open offer or similar procedure under which the Company offers existing shareholders the chance to acquire new shares.

The number of shares they can acquire depends on the number of shares they already own. This is one way by which companies can raise extra capital. However, the rules in some countries make it difficult to include shareholders in those countries in such offers.

The power given by this resolution means that the directors can make separate arrangements for those shareholders. The directors may also make separate arrangements for any fractions of shares which are left over.

In addition, this power allows the directors to issue ordinary shares for cash or sell treasury shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment) without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,987. This is approximately 5% of the total issued equity share capital of the Company on 21 March 2019 (being the latest practicable date prior to the publication of this document).

All powers to disapply pre-emption rights previously conferred on the Board will be revoked, provided that such revocation does not have retrospective effect. The power granted under Resolution 14 in 2018 was not exercised by the directors.

The Board confirms its intention to follow the provisions of The Pre-Emption Group's Statement of Principles (Principles) regarding cumulative uses of powers within a rolling three year period.

Those Principles provide that a company should not issue for cash shares representing more than 7.5% of the Company's total issued equity share capital in any rolling three year period, other than to existing equity shareholders, without prior consultation with shareholders.

This 7.5% limit excludes (i) equity securities issues pursuant to a specific disapplication of pre-emption rights; and (ii) equity securities issued pursuant to a general disapplication authority in connection with an acquisition or specified capital investment.

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

Special Resolution 18: That, in addition to the power contained in Resolution 17 set out in the Notice of this Meeting, 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, in each case as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be:

a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £2,624,987 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and

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 the Company 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 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 agreement as if the power had not ended.

In accordance with the guidelines issued by The Pre-Emption Group and endorsed by The Investment Association, this resolution seeks to afford the directors an additional power to issue ordinary shares for cash or sell treasury shares for cash without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,987. This is approximately 5% of the total issued equity share capital of the Company as at 21 March 2019 (being the latest practicable date prior to the publication of this document).

The Board confirms that it intends to use any power conferred by Resolution 18 only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.

The Principles define a 'specified capital investment' as 'one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the listed company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return'. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as being within this definition.

All powers to disapply pre-emption rights in relation to acquisitions and specified capital investments previously conferred on the Board will be revoked, provided that such revocation does not have retrospective effect. The power granted under Resolution 15 in 2018 was not exercised by the directors.

NOTICE OF GENERAL MEETINGS

Special Resolution 19: That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

This resolution renews an authority given at the 2018 AGM and is required as a result of section 307A of the Companies Act 2006 coming into force. The Company currently has power under its Articles to call general meetings (other than annual general meetings) on at least 14 clear days' notice and would like to preserve this ability. In order to do so, shareholders must approve the calling of general meetings on at least 14 clear days' notice. This special resolution seeks such approval. This approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

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

By order of the board

Registered Office:

No.1 Godwin Street Bradford West Yorkshire BD1 2SU Kenneth J Mullen Registered in England and Wales General Counsel No. 668987 and Company Secretary

26 March 2019

Explanatory Notes

Members' right to appoint a proxy

    1. Members who are entitled to attend and vote at the Meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Meeting. A member may appoint more than one proxy in relation to the annual general meeting ("AGM or "Meeting"") provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
    1. The right of a member to vote at the Meeting will be determined by reference to the Register of Members. To be entitled to attend, vote and speak at the AGM, members must be registered in the Register of Members of the Company at close of business on Friday 17 May 2019 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting).
    1. A member wishing to attend, vote and speak at the Meeting in person should arrive prior to the time fixed for its commencement. A member that is a corporation can only attend and vote at the Meeting in person through one or more representatives appointed in accordance with section 323 of the Companies Act 2006. Any such representative should bring to the meeting written evidence of his/her appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment. Any member wishing to vote at the meeting without attending in person or (in the case of a corporation) through its duly appointed representative must appoint a proxy to do so.
    1. A proxy form which may be used to appoint a proxy and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Link Asset Services on 0871 664 0300 (calls cost 12p per minute plus network extras, lines are open 9am-5.30pm Mon-Fri).

To be valid, a proxy form must be completed in accordance with the instructions that accompany it and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF so as to be received by 12:00pm on Friday 17 May 2019.

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

Members who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically, as explained below. If an instrument of proxy is not received in a manner or within the time limits set out in this Notice it shall be invalid, unless and to the extent that the Board, in its absolute discretion in relation to any such instrument, waives any such requirement. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he/she so wish.

  1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. The rights described in Note 1 can only be exercised by members of the Company.

    1. As at 21 March 2019 the Company's total issued equity share capital consisted of 253,288,220 ordinary shares, carrying one vote each. As at 21 March 2019, the Company did not hold any treasury shares. Therefore, the total voting rights in the Company as at 21 March 2019 was 253,288,220.
    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. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear. com). In order to be valid, 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 be transmitted so as to be received by the issuer's agent (ID RA 10) by 12:00pm on Friday 17 May 2019 For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
    1. CREST members and, where applicable, their CREST sponsors, or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST systems and timings.

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

Members' requests

    1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
    1. Under section 338 of the Companies Act 2006 members may require the Company to give, to members of the Company entitled to receive notice of the next annual general meeting, notice of a resolution which may properly be moved and is intended to be moved at the Meeting. Under section 338(A) of the Companies Act 2006 members may request the Company to include in the business to be dealt with at the meeting any matter, other than a propose0

d resolution, which may be properly included in the business to be dealt with at the Meeting.

Member questions

  1. Any member entitled to attend and vote at the Meeting 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.

Documents on display

  1. Copies of the service contracts of the executive directors and the non-executive directors' letters of appointment are available for inspection at the Company's registered office during normal business hours and at the place of the Meeting from at least 15 minutes prior to the meeting until the end of the Meeting.

Please read this if you are coming to the AGM

Information for members

Timings of the Meeting

Patrick Snowball 68 Chairman Appointed: 21 September 2018 Tenure: Less than 1 year

Current External Appointments

Chairman of Sabre Insurance Group plc.

Committees

Nomination Committee (Chairman)

11.00am – Doors open. Please sign into the building on the ground floor at 10 Upper Bank Street, Canary Wharf, London, E14 5JJ and you will be directed to the Clifford Chance offices and the Annual General Meeting. .

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

For directions from the location you will be travelling from please visit the Clifford Chance website at https://www.cliffordchance.com/ people_and_places/offices/london.html. The webpage hosts the above map and if you click on 'view larger map' this will take you to the google maps page from which you can obtain directions to the Clifford Chance offices by selecting the 'directions' symbol and inputting

The following link also contains information about travelling to Canary Wharf: https://canarywharf.com/getting-here/] including information on parking, travel disruption, useful contact numbers and a wide choice of methods of transport including travelling by air. A

summary of the main methods of transport contained on this link are shown below: Malcolm Le May 61

Underground: The Jubilee Line provides a good connection to Canary Wharf. Chief Executive Officer (CEO) Appointed as CEO: 1 February 2018 Joined the Board: 1 January 2014

Docklands Light Railway (DLR): Tenure: 5 years

The DLR network runs from Bank and Tower Gateway to Stratford, Beckton and Lewisham. Travelling time to Canary Wharf from Bank (Northern and Central Lines)/Monument (Northern, Central, Circle and District Lines) or Tower Gateway (District and Circle Line) is 11 minutes and from Stratford (Central Line and DLR) is 12 minutes. Current External Appointments Senior Independent Director of

Bus: IG Group Holdings plc.

The following bus services connect to Canary Wharf: Trustee of the Grange Festival. Partner at Opus Corporate Finance*

and Juno Capital LLP.

D3 Bethnal Green to Canary Wharf 135 Moorfields to Canary Wharf

D8 Stratford to Canary Wharf Committees Disclosure Committee (Chairman)

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

Road:

The Limehouse Link Tunnel and The Highway provide access to the City and the West End. The Blackwall and Rotherhithe Tunnels provide a link across the river to south London. * Non Equity

The A13 has been progressively enhanced in recent years and now provides a three lane highway from Canary Wharf to the M25.

Pedestrian route:

There is a footbridge from the West Wintergarden to South Quay and Upper Bank Street Bridge provides a route to Poplar Station. Access to Canary Riverside provides links to Limehouse via the Thames Path.

Simon Thomas 55 Chief Financial Officer (CFO) Appointed: 3 December 2018 Tenure: Less than 1 year

Current External Appointments None

Committees

Disclosure Committee

Andrea Blance 54 Senior Independent Director Appointed: 1 March 2017 Tenure: 2 years

Current external appointments:

  • Non-executive director at Scottish Widows Group and Lloyds Banking Group's Insurance Division.
  • Non-executive director at The Mentoring Foundation.

Committees

  • Remuneration Committee (Chairman)
  • Audit Committee
  • Group Risk Committee
  • Nomination Committee

Appendix I

DIRECTORS STANDING FOR REELECTION AND ELECTION

Career and experience

Patrick has extensive boardroom and financial services experience. Before joining the Board, Patrick was a non-executive director of Jardine Lloyd Thompson Group plc from 2008 to 2009, Deputy Chairman at Towergate Partnership between 2007 and 2009 and a member of the FSA Practitioner Panel from 2006 to 2008. He is Chairman of Sabre Insurance Group plc and was Chairman of IntegraFin Holdings plc from 2017 to 2018. Prior to this Patrick was CEO of Suncorp Group Limited, an ASX20 Australian financial services group, between 2009 and 2015 where he successfully led the turnaround of the group following the global financial crisis. Patrick started his career in the Army serving for almost 20 years and joined Ajax Insurance (which became part of the Aviva group) in 1988 progressing to hold executive director roles between 2001 and 2007, including UK GI CEO where he played a key role in merging and consolidating a number of businesses into Aviva General Insurance.

Patrick's contribution to the Board and his key strengths and skills are summarised below:

Patrick's unique career and experiences bring a wealth of skills to the Board. In particular, as Chairman, his previous leadership and demonstrable success in driving change, strengthening governance, creating strong and efficient Boards, and instilling stability through a positive culture are key strengths he brings to the Board.

  • Experienced Chairman, non-executive director and Chief Executive Officer.
  • Extensive experience of the financial services industry and the regulatory environment.
  • Wealth of knowledge of the challenges faced by the financial services sector acquired over a 30-year career.
  • Long track record in leading companies to develop and deliver growth plans.
  • Change project management typically involving digital transformation and brand-building.
  • Building strong customer relationships, leveraging data and insights, as well as leading and developing the wider stakeholder engagement.

Career and experience

Malcolm has extensive experience and knowledge of the financial services and investment banking sectors. He joined the Group as an independent non-executive director becoming Interim Executive Chairman in November 2017. Malcolm provided effective leadership to the Board, working with them to redefine roles and responsibilities, and initiated a process to ensure the Board had the right mix of skills, experience and diversity. Through his role as interim Executive Chairman, the Board observed Malcolm in action and decided his management style and extensive relevant experience made him best placed to be appointed as Group CEO. Prior to joining the Group, he held a number of senior positions within banking, including as Co-Head of Banking for Barclays in New York; Head of European Investment Banking at UBS; and deputy CEO at Morley Fund Management (now Aviva Investors). Malcolm's experience in the Boardroom includes being a non-executive director of RSA plc and Hastings Group plc, Senior Independent Director of Pendragon plc, as well as his current position as Senior Independent Director at IG Group Holdings plc. In addition, he is a Trustee of the Grange Festival, a partner at Juno Capital LLP and Opus Corporate Finance and he was previously a senior advisor to EY and Heidrick & Struggles.

Malcolm's contribution to the Board and his key strengths and skills are summarised below:

Malcolm's extensive career, his deep knowledge of various businesses and sectors, his understanding of the regulatory environment and turn-around situations and his proven leadership skills are considered by the Board to be invaluable qualities that made him best placed to lead the business in its development of its purpose and delivery of its strategy, as well as effectively contributing to the Board.

As an experienced CEO and non-executive director he has:

  • A deep knowledge and experience of the financial services industry and regulatory environment.
  • Driven change by redefining roles and responsibilities throughout the business.
  • Built relationships with key stakeholders, such as investors and the Group's banks, including leading the rights issue process which has enabled the Group access to funding from bank and debt capital markets.
  • Led the strengthening of the Group's governance framework and the realignment of the Group's culture more closely to the developing needs of the customer.
  • Re-established and developed an ongoing and transparent relationship with the Group's regulators enabling the Group, inter alia, to achieve authorisation of its Consumer Credit Division, the resolution of the FCA's investigation into Vanquis Bank's ROP product and made significant progress on the Moneybarn investigation.

Elizabeth Chambers 56 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year

Current external appointments:

  • Non-executive director of Smith & Williamson.
  • Non-executive director of Hastings Group Holdings plc.
  • Member of Advisory Boards of several fintech and software start-ups.

Committees

  • Audit Committee
  • Group Risk Committee
  • Nomination Committee
  • Remuneration Committee

Paul Hewitt 62 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year

Current external appointments:

  • Non-executive director and Audit Committee Chairman of Charles Taylor plc.
  • Chairman of Kintell Limited.

Committees

  • Audit Committee (Chairman)
  • Remuneration Committee
  • Nomination Committee
  • Group Risk Committee

Career and experience

Simon is an experienced and proven public company Chief Financial Officer within the financial services sector. Prior to joining the Group, he was Group Chief Financial Officer of Just Group plc, a FTSE 250 financial services company. Simon began his career at Price Waterhouse in 1985, where he qualified as a Chartered Accountant. In 1990, Simon joined the Nationwide Building Society becoming Group Financial Controller in 1995. Following his role at Nationwide, Simon was Head of Finance at the Equitable Life Assurance Society and HECM Ltd between 2000 and 2003. He was then approached by Canada Life UK and joined as Finance Director in 2003, becoming Finance & Customer Services Director from 2004 to 2006. In 2006 Simon joined Just Retirement Ltd as Group Chief Financial Officer until its merger with Partnership Assurance Group plc in 2016, when it was rebranded to the Just Group.

Simon's contribution to the Board and his key strengths and skills are summarised below:

Simon's strong financial services background, including consumer, retail banking and insurance experience are central to his role as Chief Finance Officer. He helped lead considerable growth and change at Just Retirement, and through his various roles he has delivered on both cost and culture initiatives. At Just Group he led the Group's initial subordinated debt issuance, successfully raising £250 million and led the negotiations which resulted in the completion of a £200 million revolving credit facility and the attainment of the first credit rating for the business, rated A+.

  • Proven public company Chief Financial Officer.
  • Experience in both growth and turnaround situations, contributing to successful strategic change, including in challenging environments.
  • Deep understanding of the financial services industry and the challenges faced in a regulatory environment.
  • Extensive experience leading financial and management reporting, investor relations, financial systems and reporting to the regulator.
  • Built strong relationships with stakeholders, including investors, analysts and other banks.

Career and experience

Andrea has extensive Board and financial services experience. She is currently a non-executive director and Risk Committee Chair at Scottish Widows Group and Lloyds Banking Group's Insurance Division and non-executive director at The Mentoring Foundation. She spent her executive career at Legal & General Group plc where she was a member of the Group Executive Committee and held a range of senior leadership roles, including Divisional Chief Financial Officer, Group Financial Controller, Group Chief Risk Officer and Strategy & Marketing Director. During 2016 Andrea was a member of William & Glyn's pre-IPO Board.

Andrea's contribution to the Board and her key strengths and skills are summarised below:

Andrea brings a wealth of relevant experience, including her understanding of governance, the regulatory environment and conduct risk. She has extensive experience of strategy and customer marketing, complex change, finance & reporting, investor relations and stakeholder management.

  • Experienced Senior Independent Director, non-executive director, Board Committee Chair and senior leader.
  • Deep understanding of the financial services industry.
  • Track record of working with businesses at different stages of development and supporting both growth and recovery strategies.

Angela Knight 68 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year

Current external appointments:

  • Senior Independent Director of TP ICAP plc.
  • Non-executive director of Taylor Wimpey plc and Arbuthnot Latham & Co.

Committees

  • Group Risk Committee (Chairman)
  • Audit Committee
  • Nomination Committee
  • Remuneration Committee

Career and experience

Elizabeth is an experienced director, senior financial services executive, strategist and marketing leader in the UK and globally. Her previous board experience includes being a non-executive director at Dollar Financial Group, Hibu plc (formerly Yell Group) and The Home and Savings Bank. Prior to these roles, Elizabeth served on the boards relating to consumer finance joint ventures between Barclaycard and other brands, such as Argos and Thomas Cook. She is currently a non-executive director at Smith & Williamson, the wealth manager and professional services firm, and Hastings Group Holdings plc, a major home and auto insurance provider to consumers and businesses in the UK. Elizabeth is also on the Advisory Boards of several fintech and software start-ups. She has extensive executive experience through roles including Chief Marketing Officer at Barclays and Barclaycard; Chief Marketing and Business Development Officer at Freshfields Bruckhaus Deringer LLP; Partner at McKinsey & Company; and recently serving as Chief Strategy, Product and Marketing Officer at Western Union.

Elizabeth's contribution to the Board and her key strengths and skills are summarised below:

Elizabeth brings more than 25 years of experience in strategy, marketing and product development across a range of financial services. As an executive, she has a long track record of driving revenue growth and solving complex business challenges at major global financial institutions. In various roles she has led businesses through brand and reputation transformations, strengthened customer acquisition and engagement, built innovative digital businesses, and led major business turnarounds.

  • C-suite marketing executive, board director and strategist.
  • Proven people leader.
  • Extensive marketing and communications functional background.
  • Broad and deep knowledge of financial services, including credit cards and payments products, a wide range of customer loan segments and marketing in a regulated environment.
  • Substantial turnaround expertise.
  • Wide exposure to international operations and the unique challenges of leading them.

Career and experience

Paul is an experienced Chief Financial Officer, Chairman, Non-Executive Director and Audit Committee Chair who operates in a number of different sectors. He is currently also a Non-Executive Director and Audit Committee chair at Charles Taylor plc and Chairman of Kintell Limted. Paul's past non-executive director roles include chairing audit committees for Tokio Marine, Kiln, NEST Corporation, Tesco Bank, Collins Stewart Hawkpoint, Co-operative Banking Group and GMT Global Aviation. He is also a past non-executive director of Playtech plc and past chairman of several private equity backed businesses. He began his executive career in finance working for over 20 years as a finance director of various companies, culminating in becoming Deputy Group Chief Executive and CFO of the Co- operative Group from 2003 to 2007.

Paul's contribution to the Board and his key strengths and skills are summarised below:

Paul's varied and wide-ranging career is built on a successful career in finance. He has a track record of creating and realising value for shareholders and has worked across a number of sectors including financial services, technology, healthcare, retail and business services. Through his non-executive roles he has helped several management teams adapt their business models to respond to, and anticipate, changes in their competitive and regulatory environments. In both his executive and nonexecutive career he has had extensive experience of transactions and ensuring that businesses have an appropriate financial structure.

  • Experienced non-executive director, Chairman and Chief Financial Officer.
  • Broad experience of the financial services industry and the regulatory environment.
  • Strong track record in delivering good returns for shareholders.
  • Extensive experience of transactions.
  • Broad experience as both an executive and a non-executive of developing and challenging business strategies.
  • Has helped several management teams adapt business models in anticipation of changes in their environments and markets.

Career and experience

Angela has extensive experience in both the public and private sectors. Prior to joining the Board, Angela was Senior Independent Director of Brewin Dolphin plc from 2008 to 2017 and has held a number of non-executive directorships at a variety of companies, including Lloyds TSB plc; South East Water; and Scottish Widows. Her current roles include being a non-executive director of Taylor Wimpey plc and Senior Independent Director at TPICAP plc. Angela has had a broad range of executive roles, including a number as Chief Executive Officer (CEO). She was CEO at Energy UK; British Bankers Association (the BBA, now UK Finance); and APCIMS (now Personal Investment Management and Financial Advice Association). Angela started her career training as an engineer with Air Products Limited and set up the specialist metal heat treatment company, Cook & Knight (Metallurgical Processors) Ltd. She was previously a Member of Parliament and Treasury Minister between 1992 and 1997 and was the Chair of the Office of Tax Simplification from December 2015 to March 2019.

Angela's contribution to the Board and her key strengths and skills are summarised below:

Angela's varied career brings a wealth of knowledge in both the private and public sectors as a result of over 20 years' experience in non-executive director and CEO roles. Her experience in the public sector means she has a strong understanding of the expectations of regulators and other public stakeholders. This combination means she is a skilled director who knows how to manage organisations and how to challenge management to deliver. Angela's thought leadership, technical and policy skills, as well as a deep understanding of the financial sector, are demonstrated through her leadership of the repositioning of Energy UK in the energy sector and of the BBA through the banking crisis respectively.

  • Experienced Government Minister, CEO, Chair and non-executive director.
  • Wealth of knowledge of the financial services sector.
  • Deep knowledge of regulated industries and the public sector and of science and engineering.
  • Adept at solving difficult problems with effective solutions.
  • Built strong relationships with wider stakeholders in a variety of sectors.
  • Understanding of public presentation, in particular as a proficient public speaker.

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