Vanquis Banking : Notice of Annual General Meeting

Registered Office:

No. 1 Godwin Street

Bradford

West Yorkshire

BD1 2SU

30 March 2023

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 Thursday 25 May 2023 at 11.30am. Directions and a map of how to get to the Clifford Chance LLP offices are set out on page 12.

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 11 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 Tuesday 23 May 2023.

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 Tuesday 23 May 2023.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 26 January 2023, Malcolm Le May, having led the transformation of the business into a specialist banking group with a focus on customers in the mid-cost and near-prime credit

markets, has decided to step down as Chief Executive Officer (CEO). On behalf of the Board, I would like to thank Malcolm for his enormous contribution to the Group over the past five years as CEO, and previously as Non-Executive Director, Chairman and Executive Chairman. It is expected that Malcolm will step down upon Ian McLaughlin joining the Group as CEO in the summer. In accordance with the UK Corporate Governance Code 2018 (Code) and the Articles of Association, Malcolm is standing for re-election at the AGM, but will be stepping down as planned upon Ian joining the Group.

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 (Resolution 2)

In accordance with the Companies Act 2006, the Company's annual Directors' Remuneration Report is divided into two parts; the first part of the Directors' Remuneration Report explains how the Directors' Remuneration Policy has been implemented during the 2022 financial year and is set out on pages 119 to 141 of the Annual Report and Financial Statements 2022 (2022 Annual Report), and the second part is the Directors' Remuneration Policy which describes the Remuneration Committee's approach to the remuneration of directors and is set out on pages 142 to 151 of the 2022 Annual Report.

The existing Directors' Remuneration Policy was approved by shareholders at the Company's General Meeting on 3 November 2020. In line with the normal three-year cycle, the Remuneration Committee is proposing minor amendments to the existing Directors' Remuneration Policy in order to better align the Company with best practice, updated Regulator guidance and investor preferences. As such, Resolution 2 proposes by way of ordinary resolution a revised Directors' Remuneration Policy for approval at the 2023 AGM. Further details on the Directors' Remuneration Policy can be found in the 2022 Annual Report on pages 142 to 151.

Final dividend (Resolution 4)

You are being asked to approve a recommended final dividend of 10.3p per ordinary share for the year ended 31 December 2022. If approved, the final dividend will be paid on 7 June 2023 to all ordinary shareholders who are on the Register of Members at close of business on 21 April 2023.

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

Notice of Annual General Meeting (Notice) and Explanatory Notes

The Sixty Third 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 Thursday 25 May 2023 at 11.30am.

Shareholders will be asked to consider and pass the resolutions set out below. Resolutions 19, 20, 21, 23 and 24 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 2022 be received.

Each report and the audited financial statements of the Company for the year ended 31 December 2022 (2022 Annual Report), have been made available to shareholders. The 2022 Annual Report may also be accessed on the Company's website at www.vanquisbankinggroup.com.

REMUNERATION

Ordinary Resolution 2: That the directors' remuneration policy (as that term is used in section 439A of the Companies Act 2006), as set out on pages 142 to 151 of the 2022 Annual Report be approved.

The Directors' Remuneration Policy is set out on pages 142 to 151 of the 2022 Annual Report. The Remuneration Committee is proposing minor amendments to the existing Directors' Remuneration Policy, which was approved by shareholders at the Company's General Meeting on 3 November 2020, in order to better align the Company with best practice, updated Regulatory guidance and investor preferences. The key proposed changes to the Directors' Remuneration Policy are:

• Deferred Bonus Plan (DBP): It is proposed that we update to pro-rata vesting over three years (one-third in year 1, one-third in year 2 and one-third in year 3), as opposed to the current approach which is 100% vesting in the third year. This brings us in line with market practice;
• Restricted Stock Plan Underpin (RSP Underpin): Including a clear consideration of Environmental, Social and Governance (ESG) achievement as a part of the RSP underpin assessment as one of the matters to be considered prior to the RSP vesting. This reflects our continuing focus on ESG and is in line with market best practice;
• Role Based Allowance (RBA): Updating the Directors' Remuneration Policy wording to clarify that the RBA is in place for the incumbent Chief Executive Officer only and not part of the package for all executive directors;
• Dividend Equivalents: Amending Directors' Remuneration Policy wording to provide the ability to adjust the grant price to take account of dividends earned during the period of the share plan to align with Regulatory guidance and market practice; and

• Malus & Clawback Policy: Updating the Directors' Remuneration Policy to take account of changes in Regulatory guidance on malus and clawback since the last Directors' Remuneration Policy approval.

The vote on the Directors' Remuneration Policy is binding and accordingly the Company may not make a remuneration payment or payment for loss of office to a person who is, or is to become, or has been a director of the Company unless that payment is consistent with the Directors' Remuneration Policy or has otherwise been approved by a resolution of shareholders. If Resolution 2 is passed, the Directors' Remuneration Policy will take effect immediately.

The Directors' Remuneration Policy will next be submitted to shareholders no later than the AGM in 2026.

Ordinary Resolution 3: That the annual statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2022 as set out on pages 119 to 151 (inclusive) of the 2022 Annual Report (excluding the Directors' Remuneration Policy on pages 142 to 151 inclusive) be approved.

The Directors' Remuneration Report for the year ended 31 December 2022 is contained in the 2022 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.

DIVIDEND

Ordinary Resolution 4: That a final dividend of 10.3p on the ordinary shares of 208/11p each in respect of the year ended 31 December 2022 be declared.

Shareholders are being asked to approve the final dividend for each ordinary share for the year ended 31 December 2022. However, the final dividend cannot be more than the amount which the directors recommend (which is 10.3p for each ordinary share). If approved, the final dividend will be paid on 7 June 2023 to all ordinary shareholders who are on the Register of Members at close of business on 21 April 2023.

DIRECTORS

Ordinary Resolution 5: That Patrick Snowball 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 Neeraj Kapur be re-elected as a Director of the Company

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

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

Ordinary Resolution 10: That Michele Greene be elected as a Director of the Company.

Ordinary Resolution 11: That Paul Hewitt be re-elected as a Director of the Company.

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

Ordinary Resolution 13: That Angela Knight be re-elected as a Director of the Company.

Ordinary Resolution 14: That Graham Lindsay be re-elected as a Director of the Company.

In accordance with the Code and the Articles of Association, it is proposed that all Directors seek election or re-election at the AGM this year.

As announced on 26 January 2023, Malcolm Le May, having led the transformation of the business into a specialist banking group with a focus on customers in the mid-cost and near-prime credit markets, has decided to step down as CEO. It is expected that Malcolm will step down upon Ian McLaughlin joining the Group as CEO in the summer. In accordance with the Code and the Articles of Association, Malcolm is standing for re-election at the AGM, but will be stepping down as planned upon Ian joining the Group.

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 proposed for re-election has also been 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. 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 15: 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 16: 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 17: That from the date of this resolution until the earlier of the close of business on 25 August 2024

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:

a. make political donations to political parties and/or independent election candidates up to an aggregate total amount of £50,000;

1. make political donations to political organisations other than political parties up to an aggregate total amount of £50,000; and
2. 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 2022 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.