Vanquis Banking Group (formerly: Provident Financial Plc)

Capital/Financing Update • Mar 3, 2011

3 March 2011

PROVIDENT FINANCIAL PLC Issue of £20,000,000 Floating Rate Guaranteed Notes due 2018 Guaranteed by Provident Financial Management Services Limited, Provident Personal Credit Limited, Greenwood Personal Credit Limited and Provident Investments plc under the £2,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 10 September 2010 and the Supplement dated 1 March 2011 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Offering Circular as so supplemented. Full information on the Issuer, the Guarantor(s) and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Offering Circular as so supplemented. The Offering Circular and the Supplement are available for viewing at www.providentfinancial.com and during normal business hours at Deutsche Bank AG, London Branch, 1 Great Winchester Street, London EC2N 2DB and copies may be obtained from Provident Financial plc, No. 1 Godwin Street, Bradford, West Yorkshire BD1 2LQ.

1.	(a)	Issuer:	Provident Financial plc
	(b)	Guarantors:	Provident Financial Management Services Limited Provident Personal Credit Limited Greenwood Personal Credit Limited Provident Investments plc
2.	(a)	Series Number:	1
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	Pounds sterling $(\textbf{\textsterling})$
4.		Aggregate Nominal Amount:
	(a)	Series:	£20,000,000
	(b)	Tranche:	£20,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	£100,000
	(b)	Calculation Amount:	£100,000
7.	(a)	Issue Date:	4 March 2011
	(b)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	Interest Payment Date falling in or nearest to March 2018
9.		Interest Basis:	Three month Sterling $LIBOR + 4.50$ per cent. Floating Rate (further particulars specified below)
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
12.	Put/Call Options:		Not Applicable
13.	(a)	Status of the Notes:	Senior

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	(b)		Status of the Guarantee:	Senior
	(c)		Date Board approval for issuance of Notes and Guarantees obtained:	28 February 2011and 28 February 2011, respectively
14.		Method of distribution:		Non-syndicated
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.		Fixed Rate Note Provisions		Not Applicable
16.	Floating Rate Note Provisions			Applicable
	(a)	Specified Period(s)/ Specified Interest Payment Dates:		4 March, 4 June, 4 September and 4 December in each year from, and including, 4 June 2011 to, and including, the Maturity Date
	(b)		Business Day Convention:	Modified Following Business Day Convention
	(c) Additional Business $Centre(s)$ :			Not Applicable
	(d)	Manner in which the Rate of Interest and Interest Amount is to be determined: Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):		Screen Rate Determination
	(e)			Not Applicable
	(f) Screen Rate Determination:
			Reference Rate:	Three month Sterling LIBOR
		٠	Interest Determination $Date(s)$ :	The first day of each Interest Period
			Relevant Screen Page:	Reuters LIBOR01
	ISDA Determination: (g)			Not Applicable
	(h)	Margin(s): Minimum Rate of Interest: Maximum Rate of Interest: Day Count Fraction:		$+4.50$ per cent. per annum
	(i)			Not Applicable per cent. per annum
	(j)			Not Applicable per cent. per annum
	(k)			Actual/365 (Sterling)
	(1)	Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:		Not Applicable

$_{\rm E}$

17.	Zero Coupon Note Provisions	Not Applicable
18.	Index Linked Interest Note Provisions	Not Applicable
19.	Dual Currency Interest Note Provisions	Not Applicable
	PROVISIONS RELATING TO REDEMPTION
20.	Issuer Call:	Not Applicable
21.	Investor Put:	Not Applicable
22.	Final Redemption Amount:	£100,000 per Calculation Amount
23.	Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 7.5):	£100,000 per Calculation Amount
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.	Form of Notes:
	(a) Form:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Notes only upon an Exchange Event
	(b) New Global Note:	No
25.	Additional Financial Centre(s) or other special provisions relating to Payment Days:	Not Applicable
26.	Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):	No
27.	Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and	Not Applicable

1. Details relating to Instalment Notes:

interest due on late payment:

• $(a)$ Instalment Amount(s):
• $(b)$ Instalment Date(s):
• 1. Redenomination applicable:
• 1. Other final terms:

Not Applicable Not Applicable Redenomination not applicable Not Applicable

0090520-0000012 ICM:12214031.2

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DISTRIBUTION

31.	(a)	If syndicated, names of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
	(c)	Stabilising Manager(s) (if any):	Not Applicable
32.	If non-syndicated, name of relevant Dealer:		Lloyds TSB Bank plc
33.	U.S. Selling Restrictions:		Reg. S Compliance Category 2; TEFRA D
34.	Additional selling restrictions:		Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market and admission to the Official List of the UK Listing Authority of the Notes described herein pursuant to the £2,000,000,000 Euro Medium Term Note Programme of Provident Financial plc.

RESPONSIBILITY

The Issuer and the Guarantors accept responsibility for the information contained in these Final Terms.

Signed on behalf of Provident Financial plc:

By: $\mathbf{A}^{\dagger}$ Duly authorised

Signed on behalf of Provident Financial Management Services Limited, Provident Personal Credit Limited, Greenwood Personal Credit Limited and Provident Investments plc:

By: EVellump

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $1.$

• Application has been made by the Issuer (or on its behalf) for the Notes Listing and Admission to $(i)$ to be admitted to trading on the London Stock Exchange's Regulated trading Market and admission to the Official List of the UK Listing Authority with effect from 4 March 2011.
• £3,600 $(ii)$ Estimate of total expenses related to admission to trading:

$2.$ RATINGS

Not Applicable

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 3.

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $\overline{4}$ .

Reasons for the offer See "Use of Proceeds" in the Offering Circular $(i)$

5. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: XS0599391223
• $(ii)$ Common Code: 059939122
• Any clearing system(s) $(iii)$ other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):

$(iv)$ Delivery: Delivery against payment

$(v)$ Names and addresses of additional Paying Agent(s) $(if any):$

Not Applicable

Not Applicable

$(vi)$ Intended to be held in a No manner which would allow Eurosystem eligibility: