Vanquis Banking : Notice of AGM 2024

Registered Office:

No. 1 Godwin Street

Bradford

West Yorkshire

BD1 2SU

27 March 2024

Dear Shareholder,

Notice of Annual General Meeting (AGM)

I am pleased to invite you to this year's AGM at the offices of Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on 15 May 2024 at 3.30pm. Directions and a map of how to get to the Clifford Chance LLP offices are set out on pages 12 and 13 of this document. This will be my first AGM as Chair and I look forward to welcoming you to the meeting.

Wishing to encourage shareholder participation, the Board has, again, decided to provide an audio broadcast to shareholders who are unable to attend the AGM in person so they can follow the meeting in real time, should they wish to do so. This can be done by accessing the AGM section of our website here, www.vanquisbankinggroup.com/shareholder-hub/agm-general- meetingsand following the link to the audio broadcast. Further details on how to join the meeting remotely are set out in Appendix I to this document.

We strongly encourage shareholders to vote on the resolutions being proposed in advance of the AGM by completing an online proxy appointment form appointing the Chair of the meeting as their proxy and to attend the AGM in person or to follow the meeting remotely by taking advantage of the electronic facilities being offered. Shareholders following the meeting remotely will not be able to vote in real time or submit questions during the meeting. Shareholders may ask questions before the meeting by emailing Shareholder.Questions@vanquisbankinggroup.com.

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 19 of this document.

Important information - attending the AGM in person

Shareholders wishing to attend the meeting in person should pre-register their attendance by emailing Shareholder.Questions@ vanquisbankinggroup.comno later than 5.00pm on 13 May 2024.

Any changes to the AGM arrangements will be published on our website www.vanquisbankinggroup.comand announced through the London Stock Exchange.We would ask that shareholders continue to monitor the website for any announcements and/or updates.

Shareholder Questions

Shareholders are encouraged to submit questions relating to the business to be conducted at the AGM in advance, by emailing Shareholder.Questions@vanquisbankinggroup.comand by no later than 5.00pm on 13 May 2024. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response or publish answers on our website.

Shareholders will be able to submit questions during the meeting in person in the room. As noted above, those following the meeting remotely will not be able to submit questions during the meeting.

Business of the Meeting

As announced on 27 March 2024, Elizabeth Chambers and Margot James notified the Board that they will step down from the Board

on 15 May 2024 and accordingly will not submit themselves for re-election at the AGM. I would like to thank them for their significant contributions to the Board during their tenure. All other Directors will submit themselves for election or re-election, including Karen Briggs, Oliver Laird and Jackie Noakes who joined the Board on 27 March 2024.

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

Approval of Remuneration Report (Resolution 2)

This ordinary resolution seeks shareholder approval for the Company's annual Directors' remuneration report (the Directors' Remuneration Report) and the annual statement by the Chair of the Remuneration Committee. The Directors' Remuneration Report (including the annual statement by the Chair of the Remuneration Committee) can be found on pages 93 to 115 of the Annual Report and Financial Statements 2023 (the 2023 Annual Report).

The Directors' Remuneration Report gives details of (a) the implementation of the Company's current directors' remuneration policy (the Directors' Remuneration Policy, which was approved by shareholders at the Annual General Meeting on 25 May 2023) during the year ended 31 December 2023 and (b) how the Directors' Remuneration Policy will be applied in practice during the 2024 financial year. As in previous years, this resolution will be advisory in nature and the Directors' entitlement to remuneration is not conditional on the resolution being passed.

Final dividend (Resolution 3)

You are being asked to approve a recommended final dividend of 1.0p per ordinary share for the year ended 31 December 2023. If approved, the final dividend will be paid on 30 May 2024 to all ordinary shareholders who are on the Register of Members at close of business on 19 April 2024.

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.The Board unanimously recommends that shareholders vote in favour of them as the Directors intend to do in respect of their own beneficial holdings.

Action to be taken

Whether or not you propose to attend the AGM, please complete and submit the proxy appointment form in accordance with Note 5 of the Explanatory Notes to the Notice of the Meeting set out on pages 10 and 11 of this document.  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 online and paper proxy appointment forms must be received at the address for delivery specified in the Explanatory Notes by 3.30pm on 13 May 2024.

As at previous AGMs, each resolution will be voted on by way of a poll. This is a more transparent method of voting as shareholder votes will be counted according to the number of shares held.

Notice of Annual General Meeting (Notice) and Explanatory Notes

The Sixty Fourth Annual General Meeting (AGM) of Vanquis Banking Group plc will be held at the offices of Clifford Chance LLP, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on 15 May 2024 at 3.30pm.

Shareholders will be asked to consider and pass the resolutions set out below. Resolutions 18, 19, 20, 22 and 23 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

An ordinary resolution will be passed if more than 50% of the votes cast (not counting votes withheld) are in favour.

A special resolution will be passed if at least 75% of the votes cast (not counting votes withheld) are in favour.

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

ANNUAL REPORT AND FINANCIAL STATEMENTS

Ordinary Resolution 1: That the Directors'reports and auditor's report and the audited financial statements of the Company for the year ended 31 December 2023 be received.

Each report and the audited financial statements of the Company for the year ended 31 December 2023 (the 2023 Annual Report), have been made available to shareholders. The 2023 Annual Report may also be accessed on the Company's website at www.vanquisbankinggroup.com.

REMUNERATION

Ordinary Resolution 2: That the annual statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2023 as set out on pages 93 to 115 (inclusive) of the 2023 Annual Report be approved.

The Directors' Remuneration Report for the year ended 31 December 2023 is contained in the 2023 Annual Report published on our website at www.vanquisbankinggroup.com, in the Shareholder Hub. This vote is advisory only and does not affect the actual remuneration paid to any individual Director.

The Directors' Remuneration Policy was approved by shareholders at the Annual General Meeting of the Company held on 25 May 2023 for a period of up to three years and is, therefore, not required to be put to shareholders for approval at this year's AGM. It will be put to shareholders for approval again by no later than the AGM in 2026. A summary of how the Directors' Remuneration Policy will be applied in 2024 can found on pages 108 to 109 (inclusive) of the 2023 Annual Report and the full remuneration policy can be found on the Company's website at www.vanquisbankinggroup.com.

DIVIDEND

Ordinary Resolution 3: That a final dividend of 1.0p on the ordinary shares of 208/11 p each in respect of the year ended 31 December 2023 be declared.

Shareholders are being asked to approve the final dividend for each ordinary share for the year ended 31 December 2023. However, the final dividend cannot be more than the amount which the Directors recommend (which is 1.0p for each ordinary share). If approved, the final dividend will be paid on 30 May 2024 to all ordinary shareholders who are on the Register of Members at close of business on 19 April 2024.

DIRECTORS

Ordinary Resolution 4: That Sir Peter Estlin be elected as a Director of the Company.

Ordinary Resolution 5: That Ian McLaughlin be elected as a Director of the Company.

Ordinary Resolution 6: That Dave Watts be elected as a Director of the Company.

Ordinary Resolution 7: That Karen Briggs be elected as a Director of the Company.

Ordinary Resolution 8: That Michele Greene be re-elected as a Director of the Company.

Ordinary Resolution 9: That Paul Hewitt be re-elected as a Director of the Company.

Ordinary Resolution 10: That Angela Knight be re-elected as a Director of the Company.

Ordinary Resolution 11: That Oliver Laird be elected as a Director of the Company.

Ordinary Resolution 12: That Graham Lindsay be re-elected as a Director of the Company.

Ordinary Resolution 13: That Jackie Noakes be elected as a Director of the Company.

In accordance with the UK Corporate Governance Code 2018 and the Articles of Association, it is proposed that all Directors seek election or re-election at the AGM this year with the exception of Elizabeth Chambers and Margot James who will step down on 15 May 2024. Karen Briggs, Oliver Laird and Jackie Noakes joined the Board on 27 March 2024 and will seek election at the 2024 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, diversity, independence and knowledge on the Board and reviews the commitment and effectiveness of each Director. The performance of the Directors is also subject to a formal evaluation process.

Accordingly, the Board has resolved that the current 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, other than the Chair (whose independence is only determined on appointment), that each of the Non-Executive Directors is, and 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 or re-election of all Directors with the exception of Elizabeth Chambers and Margot James who will step down on 15 May 2024. You can read about the Directors' individual skills, experience, knowledge and why their contribution is, and continues to be, important to the Board and the long-term sustainable success of the Company in their biographies in Appendix II to this Notice.

AUDITOR

Ordinary Resolution 14: That Deloitte LLP be reappointed as auditor of the Company from the conclusion of this meeting until the conclusion of the next General Meeting at which accounts are laid.

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. The Company undertook a formal tender process for the external auditor appointment in 2020 pursuant to which the Audit Committee recommended to the Board the re-appointment of Deloitte LLP as its external auditor.

This resolution proposes that Deloitte LLP be reappointed as the Company's auditor following a recommendation from the Audit Committee and the Board.

Ordinary Resolution 15: 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, for and on behalf of the Board, to determine the auditor's remuneration.

POLITICAL DONATIONS

Ordinary Resolution 16: That from the date of this resolution until the earlier of the close of business on 15 August 2025 or the conclusion of the Company's next AGM (unless previously renewed, varied or revoked by the Company in General Meeting), the Company and all companies that are its subsidiaries at any time during the period for which the resolution has effect are, for the purposes of section 366 of the Companies Act 2006, authorised to:

1. make political donations to political parties and/or independent election candidates up to an aggregate total amount of £50,000;
2. make political donations to political organisations other than political parties up to an aggregate total amount of £50,000; and
3. incur political expenditure up to an aggregate total amount of £50,000,

provided that the aggregate amount of such donations and expenditure shall not exceed £50,000 in 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 given to them 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 2023 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 CompaniesAct 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 believes are 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.

Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company's annual report for next year, as required by the Companies Act 2006.

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 17: 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:

1. up to an aggregate nominal amount of £17,718,863; and
2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £17,718,863 in connection with or pursuant to an offer by way of a fully pre-emptive offer,

such authorities to apply until the end of the Company's next AGM after this Resolution 17 is passed (or, if earlier, at the close of business on 15 August 2025) 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 after 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 17 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.

For the purposes of this Resolution 17 "fully pre-emptive offer" means an offer to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities (as defined in section 560(1) of the Companies Act 2006) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, to subscribe for further securities, including an offer to which 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.

At the 2023 AGM, the Directors were given authority to allot shares in the Company up to an aggregate nominal amount equal to £35,076,586 (representing 169,229,152 ordinary shares of 208/11 p each), equivalent to approximately two-thirds of the issued ordinary share capital of the Company as at 22 March 2023. This authority expires at the forthcoming AGM.

The Investment Association share capital management guidelines (as updated in February 2023) on directors' authority to allot shares state that its members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to two-thirds of a company's existing issued share capital. The guidelines provide that any routine authority to allot shares representing in excess of one third of a company's issued share capital should only be used to allot shares pursuant to a fully pre-emptive offer (not just a fully pre-emptive rights issue, as was the case under the guidelines prior to February 2023). In accordance with these guidelines, this resolution is proposed to give the Directors the authority to allot ordinary shares up to a maximum aggregate nominal amount equal to £35,437,726 (representing 170,971,492 ordinary shares of 208/11 p each), equivalent to approximately two-thirds of the issued ordinary share capital of the Company as at 19 March 2024, the latest practicable date prior to publication of this Notice. Of this amount, £17,718,863 (representing approximately one third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 15 August 2025).

The Directors have no present intention to exercise the authority sought under this resolution. 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.

As at 19 March 2024, the latest practicable date prior to publication of this Notice, the Company does not hold any ordinary shares in the capital of the Company in treasury.

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

Special Resolution 18: That, in substitution for all existing powers and subject to the passing of Resolution 17, 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 17 and/ or pursuant to section 573 of the Companies Act 2006 to sell for cash ordinary shares held by the Company as treasury shares, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

1. to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of equity securities (but, in the case of the authority granted under paragraph (b) of Resolution 17, by way of a fully pre-emptive offer only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. 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;

1. to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 17 and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) of this Resolution 18) up to a nominal amount of £5,316,190 (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
2. to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) or paragraph (b) of this Resolution 18) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 18, such authority to be used only for the purposes 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 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 15 August 2025 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 may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution 18, "fully pre-emptive offer" has the same meaning as in Resolution 17 above.

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

Special Resolution 19:That,in addition to any authority granted under Resolution 18 and subject to the passing of Resolution 17, 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 17 and/or pursuant to section 573 of the Companies Act 2006 to sell for cash ordinary shares held by the Company as treasury shares, in each case free of the restriction in section 561 of the Companies Act 2006, such authority to be limited:

1. to the allotment of equity securities and/or sale of treasury shares for cash up to an aggregate nominal amount of £5,316,190 (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 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 specified 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; and

1. to the allotment of equity securities and/or sale of treasury shares for cash (in each case otherwise than under paragraph (a) of this Resolution 19) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 19, such authority to be used only for the purposes 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 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 15 August 2025 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 may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to the shareholders, in proportion to their existing holdings.

The Directors have no present intention to exercise this authority. However, the Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities without making a pre-emptive offer to existing shareholders under section 561 of the Companies Act 2006. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. The purpose of Resolutions 18 and 19, which are each proposed as special resolutions, is to enable shareholders to waive their pre-emption rights.

Resolution 18 authorises the Directors to allot equity securities (which for these purposes includes the sale of treasury shares) in each case without the shares first being offered to shareholders in proportion to their existing holdings under section 561 of the Company Act 2006:

1. up to a nominal amount of £35,437,726 (equivalent to approximately 66% of the nominal value of the ordinary share capital of the Company in issue on 19 March 2024 (being the latest practicable date prior to publication of this Notice)) to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities (of which amount, £17,718,863 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer), in each case subject to any limits, restrictions, or arrangements, such as for fractional entitlements and overseas shareholders, as the Directors consider appropriate;
2. otherwise up to a nominal amount of £5,316,190 (equivalent to approximately 10% of the nominal value of the ordinary share capital of the Company in issue on 19 March 2024 (being

the latest practicable date prior to publication of this Notice)) for general corporate purposes; and

3. otherwise up to a nominal amount of £1,063,238 (equivalent to approximately 2% of the nominal value of the ordinary share capital of the Company in issue on 19 March 2024 (being the latest practicable date prior to publication of this Notice)) for the purposes only of a follow-on offer as described in the Pre-Emption Group's Statement of Principles as updated in November 2022 (the Pre-Emption Group Principles).

Resolution 19 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of 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. The authority under Resolution

19 is limited to:

1. a nominal value of £5,316,190, equivalent to approximately 10% of the nominal value of the ordinary share capital of the Company in issue on 19 March 2024 (being the latest practicable date prior to the publication of this Notice); and
2. a nominal value of £1,063,238, equivalent to approximately 2% of the nominal value of the ordinary share capital of the Company in issue on 19 March 2024 (being the latest practicable date prior to the publication of this Notice) for the purposes only of a follow-on offer as described in the Pre-Emption Group Principles.

The Directors confirm that they will only allot shares representing an additional 10% of the issued ordinary share capital of the Company for cash pursuant to the authority referred to in Resolution 19 where that allotment is in connection with an acquisition or a specified capital investment (as defined in the Pre-Emption Group Principles) 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.

The authority sought by the Directors in both Resolution 18 and Resolution 19 includes the ability to issue up to 2% of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Group Principles provide for follow-on offers as a possible means of enabling smaller and retail shareholders in 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 placing being undertaken. The Pre-Emption Group Principles set out the expected features of any such 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.

The maximum aggregate nominal amount of equity securities which could be allotted on a non-pre-emptive basis under Resolutions 18 and 19 combined is equivalent to approximately 24% of the issued ordinary share capital of the Company as at 19 March 2024, being the latest practicable date prior to the publication of this Notice. In respect of Resolutions 18 and 19, the Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the PreEmption Group Principles.

Resolutions 18 and 19 comply with the Investment Association's share capital management guidelines and follow the resolution templates issued by the Pre-Emption Group in November 2022.

If the resolutions are passed, the authorities will expire at the end of the Company's next AGM or, if earlier, at close of business on 15 August 2025.

AUTHORITY TO PURCHASE OWN SHARES

Special Resolution 20: 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 208/11 p each in the capital of the Company ("ordinary shares") provided that:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 25,648,288 (representing 10% of the issued ordinary share capital);
2. the minimum price (excluding expenses) which may be paid for an ordinary share is 208/11 p;
3. the maximum price (excluding expenses) which may be paid for an ordinary share shall be the higher of (1) an amount equal to 105% 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;
4. this authority expires at the conclusion of the next AGM of the Company (or, if earlier, the close of business on 15 August 2025); and
5. 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.

Resolution 20, proposed as a special resolution, seeks shareholder approval to authorise the Company to make market purchases of its own shares for up to 25,648,288 shares, representing approximately 10% of the Company's issued ordinary share capital as at 19 March 2024 (being the latest practicable date before publication of this Notice). The resolution specifies the minimum and maximum prices at which such shares may be purchased under this authority. No market purchases were made during the year ended 31 December 2023. The Directors have no present intention to exercise the authority sought by this resolution. The Company will only exercise this authority to purchase shares in the market after careful consideration by the Directors (taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company) and in circumstances where to do so would result in an increase in earnings per share and would be in the best interests of shareholders generally.

The Directors intend that any shares purchased in the market under this authority will be cancelled or held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under its share schemes. Whilst held in treasury, the shares are not entitled to receive any dividends and have no voting rights.The Directors believe that it is appropriate for the Company to have the option to hold its own shares in treasury and that doing so enables the Company to sell the shares quickly and cost effectively

or use them to satisfy awards under the Company's employee share schemes and provides the Company with additional flexibility in the management of its capital base. The Directors will have regard to investor group guidelines which may be in force at the time of any such purchase, holding or re sale of shares held in treasury. As at 19 March 2024 (being the latest practicable date before publication of this Notice), no shares were held in treasury by the Company.

If approved, this authority will expire at the end of the Company's next AGM or, if earlier, at close of business on 15 August 2025. The Directors intend to seek renewal of this authority at each AGM of the Company.

On 19 March 2024 (being the latest practicable date before publication of this Notice), the Company had 14,125,719 options outstanding over the Company's ordinary shares, representing approximately 5.507% of the Company's issued ordinary share capital. If the existing authority given at the Company's AGM last year and the authority now being sought by this resolution were to be exercised in full, these options (assuming no further ordinary shares are issued after 19 March 2024, being the latest practicable date before publication of this Notice) would represent approximately 6.119% of the Company's issued ordinary share capital at that date. The Company has no warrants in issue in relation to its shares.

AUTHORITY TO ALLOT EQUITY SECURITIES IN RELATION TO THE ISSUE OF ADDITIONAL TIER 1 SECURITIES

Ordinary Resolution 21: That, in addition to the authority granted under Resolution 17 (if passed), 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 equity securities in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal amount of £17,543,429 in relation to the issue by the Company of any Additional Tier 1 Securities that automatically convert into or are exchanged for shares in the Company in prescribed circumstances where the Directors consider that the issue of such Additional Tier 1 Securities would be desirable, including for the purpose of complying with, or maintaining compliance with the regulatory requirements or targets applicable to the Group from time to time, such authority to apply until the end of the Company's next AGM after this Resolution 21 is passed (or, if earlier, at the close of business on 15 August 2025) 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 or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot equity securities or grant such rights under any such offer or agreement as if the authority had not expired.

Resolution 21 seeks shareholder approval to grant the Directors authority to allot equity securities in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £17,543,429 in connection with the issue of Additional Tier 1 Securities (AT1 Securities) representing approximately 33% of the Company's issued ordinary share capital as at 19 March 2024 (being the latest practicable date before publication of this Notice). The authority sought under this Resolution 21 is in addition to the authority proposed under Resolution 17 (if passed). The authority sought

under Resolution 21 is not contemplated by the guidance issued by the Investment Association.

The authority sought under Resolution 21 and Resolution 22 below will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Group from time to time and taking into account a number of factors in respect of the Group, including its capital structure, an assessment of appropriate capital ratios, market conditions at the time and demand for the issue of AT1 Securities. However, the request for this authority should not be taken as an indication that the Company will or will not issue any or any given amount of AT1 Securities.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 15 August 2025).

AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS IN RELATION TO THE ISSUE OF ADDITIONAL TIER 1 SECURITIES

Special Resolution 22: That, in addition to any authority granted under Resolutions 18 and 19, and subject to the passing of Resolution 21, 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 21 free of the restriction in section 561 of the Companies Act 2006, such authority to be limited up to the aggregate nominal amount of £17,543,429 in relation to the issue of Additional Tier 1 Securities, such authority to apply until the earlier of the conclusion of the next AGM of the Company or close of business on 15 August 2025 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 may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

If the Directors wish to allot new equity securities or grant rights to subscribe for, or to convert securities into, ordinary shares in the Company, for cash (other than in connection with an employee share scheme), company law requires that these equity securities are offered first to the shareholders, in proportion to their existing holdings.

Resolution 22, proposed as a special resolution, grants (if passed) Directors the authority to allot equity securities pursuant to any proposal to issue AT1 Securities, without first offering them to shareholders. Together with Resolution 21 (if passed), the Directors would be authorised to allot shares in the Company or grant rights

to subscribe for, or to convert any security into, shares in the Company on a non-pre-emptive basis up to an aggregate nominal amount of £17,543,429 in connection with the AT1 Securities, representing approximately 33% of the Company's issued ordinary share capital as at 19 March 2024 (being the latest practicable date before publication of this Notice).

Together with Resolution 21, this resolution is intended to provide the Directors with the flexibility to issue AT1 Securities, which may convert into shares in the Company. This will allow the Company to optimise its capital stack to the benefit of the business.

The authority sought under this resolution will expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 15 August 2025).

NOTICE OF GENERAL MEETINGS

Special Resolution 23: To authorise the Directors to call a General Meeting other than an AGM on not less than 14 clear days' notice.

Under the Companies Act 2006, all General Meetings must be held on 21 clear days' notice unless the shareholders approve a shorter notice period, subject to a minimum of 14 clear days. AGMs must continue to be held on at least 21 clear days' notice. Resolution 23, proposed as a special resolution, seeks shareholder approval to call General Meetings (other than an AGM) on 14 clear days' notice and it is equivalent to the authority granted to the Directors at last year's AGM.

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

In order to allow for the shorter notice period, the Company will continue to make electronic voting available to all shareholders.

If approved, this authority will expire at the end of the Company's next AGM, when it is intended that a similar resolution will be proposed.

By order of the board

Registered Office:

No.1 Godwin Street

Bradford

West Yorkshire

BD1 2SU

Melanie Barnett

General Counsel and Company Secretary

27 March 2024

Registered in England and Wales No. 668987