Vanquis Banking Group (formerly: Provident Financial Plc)

Pre-Annual General Meeting Information • Jun 30, 2021

THE COMPANIES ACT 2006 COMPANY LIMITED BY SHARES

RESOLUTIONS OF PROVIDENT FINANCIAL plc COMPANY NO: 668987

At the sixty first Annual General Meeting ("AGM") of Provident Financial plc, held at Floor 28, 20 Fenchurch Street, London, EC3M 3BY, on Wednesday 30 June 2021 at 1.30pm, the following resolutions were proposed and passed.

Authority to allot shares (Ordinary resolution 16)

That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised (in accordance with Section 551 of the Companies Act 2006) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £17,347,320, such authority to apply until the end of the Company's next AGM after this resolution 16 is passed (or, if earlier, at the close of business on 30 September 2022) unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted affer the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this resolution 16 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

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

That, in substitution for all existing authorities and subject to the passing of resolution 16, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by resolution 16 and/or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

a) to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities:

i. to ordinary shareholders in proportion (as nearly as maybe practicable) to their existing holdings; and

ii. to 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 or make any other arrangements which they consider 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) to the allotment of equity securities pursuant to the authority granted by resolution 16 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 17) up to a nominal amount of £2,628,381 as at 28 April 2021 being the latest practicable date prior to the publication of this document (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),

such authority to apply until the earlier of the conclusion of the next AGM of the Company or until the close of business on 30 September 2022 unless previously renewed, varied or revoked by the Company in a General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to disapply pre-emption rights in relation to acquisitions and specified capital investments

(Special resolution 18)

That, in addition to any authority granted under resolution 17, and subject to the passing of resolution 16, the Directors be generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by resolution 16 and/or pursuant to section 573 of the Companies Act 2006 to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be:

• a) limited to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £2,628,381 as at 28 April 2021 being the latest practicable date prior to the publication of this document (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 Directors of the Company 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 prior to the date of this Notice,

such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 30 September 2022 unless previously renewed, varied or revoked by the Company in General Meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors of the Company may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Authority for the Company to purchase its own shares (Special Resolution 19)

That the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 20%11p each in the capital of the Company ("ordinary shares") provided that:

• a) the maximum aggregate number of ordinary shares authorised to be purchased is 25,361,579 (representing 10 per cent. of the issued ordinary share capital);
• b) the minimum price (excluding expenses) which may be paid for an ordinary share is 208/11 pence;
• c) the maximum price (excluding expenses) which may be paid for an ordinary share shall be the higher of (1) an amount equal to 105 per cent. of 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 day on which that ordinary share is purchased and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
• d) this authority expires at the conclusion of the next AGM of the Company (or, if earlier, the close of business on 30 September 2022); and
• e) the Company may make a contract to purchase ordinary shares under this authority before the expiry of the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of ordinary shares in pursuance of any such contract.

Notice of general meetings (Special resolution 20)

To authorise the Directors to call a General Meeting other than an AGM on not less than 14 clear days' notice.

Director Fees (Ordinary resolution 21)

That a limit of £1,400,000 per annum on the aggregate sum that may be paid per year as Directors' fees under Article 87 of the Articles be and is hereby approved.

Ratification resolution (Ordinary resolution 22)

That notwithstanding that the amounts of such fees exceeded or may have exceeded the limit set out in the Articles, the decisions of the current and former Directors of the Company to pay fees to Non-Executive Directors of the Company, in the amounts set out in the Company's annual reports and financial statements in each financial year up to and including the financial year ended 31 December 2020 and the amounts which were paid in the financial year ending 31 December 2021 up to the date of this resolution. be and are hereby approved, affirmed and ratified and, consequently, each such Director be and is hereby released from any liability to the Company in respect of such matters having been done or allowed to subsist in breach of Article 87 of the Articles and the associated duties of each such Director.

CERTIFIED AS A TRUE COPY GENERAL COUNSEL AND COMPANY SECRETARY