Tender Offer

Vanquis Banking Group plc (the "Company") has today launched an invitation to holders of its outstanding £200,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2032 (ISIN: XS2397348801) (the "Notes") to tender such Notes for purchase by the Company for cash (such invitation the "Offer"). The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 23 September 2025 (the "Tender Offer Memorandum") and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Summary of the Offer

THE OFFER BEGINS ON 23 SEPTEMBER 2025 AND WILL EXPIRE AT 4.00 P.M. (LONDON TIME) ON 30 SEPTEMBER 2025 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, AMENDED AND/OR TERMINATED AS PROVIDED IN THE TENDER OFFER MEMORANDUM. TENDER INSTRUCTIONS, ONCE SUBMITTED, WILL BE IRREVOCABLE EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "EXTENSION, AMENDMENT AND TERMINATION".

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Rationale for the Offer

The Company is utilising some of its excess liquidity to proactively optimise its capital base and manage interest expense to support its group corporate strategy. The intention of the Offer is to replace the principal amount of the Company's Tier 2 capital outstanding, which is now significantly in excess of its regulatory capacity for Tier 2 capital, thereby enhancing the efficiency of its capital stack.

The Notes purchased by the Company pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold. Notes which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding.

New Financing Condition

The Company expects to announce on 23 September 2025 its intention to issue new sterling-denominated fixed rate reset perpetual subordinated contingent convertible notes (the "New Notes") (which issuance is indicatively expected to be in aggregate principal amount of £50,000,000, subject to market conditions). Whether the Company will accept for purchase any Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the "New Financing Condition") unless such condition is waived by the Company in its sole discretion.

The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes tendered pursuant to the Offer is at the sole discretion of the Company and tenders may be rejected by the Company for any reason.

The Company reserves the right, in its sole discretion, at any time to waive any or all of the conditions of the Offer (including the New Financing Condition).

The Company reserves the right, in its sole discretion, to use some only (and not all of) the net proceeds of the issue of the New Notes to purchase Notes pursuant to the Offer and to apply the remainder of such net proceeds towards other corporate purposes.

Priority in allocation of New Notes

A Holder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer may receive priority (the "New Issue Priority") in the allocation of the New Notes, subject to the issue of the New Notes and such Holder making a separate application for the purchase of such New Notes to the Sole Dealer Manager (in its capacity as sole bookrunner of the issue of the New Notes) in accordance with the standard new issue procedures of such manager. The aggregate principal amount of New Notes for which New Issue Priority will be given to such a Holder will be at the sole discretion of the Company and may be less than, equal to or greater than the aggregate principal amount of Notes validly tendered by such Holder in the Offer and accepted for purchase by the Company. Any New Issue Priority will also, among other factors, take into account the minimum denomination of the New Notes (being £200,000). The Company is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to tender the Notes pursuant to the Offer. Please refer to the Tender Offer Memorandum for further details.

UK MiFIR professionals/ECPs-only/FCA CoCo restriction - The target market for the New Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA.

See the Preliminary Offering Circular for further information.

Purchase Price and Accrued Interest

Subject to the satisfaction or waiver of the New Financing Condition, the Company will pay for Notes accepted by it for purchase pursuant to the Offer a cash purchase price equal to 100.50 per cent. of the principal amount of the Notes (the "Purchase Price").

The Company will also pay accrued interest from (and including) the last interest payment date to (but excluding) the Tender Offer Settlement Date in respect of Notes accepted by it for purchase pursuant to the Offer (the "Accrued Interest").

Maximum Acceptance Amount

The Company proposes to accept Notes for purchase up to a maximum aggregate principal amount of the Notes equal to the aggregate principal amount of New Notes issued (the "Maximum Acceptance Amount") (which is expected to be £50,000,000 on the basis of the indicative New Notes issue size described above) on the terms and subject to the conditions contained in the Tender Offer Memorandum. The Company will announce the Maximum Acceptance Amount as soon as reasonably practicable following the pricing of the New Notes, expected to take place on 23 September 2025. The Company reserves the right, in its sole and absolute discretion, to purchase more than the Maximum Acceptance Amount, subject to applicable law.

In the event that Tender Instructions are received in respect of an aggregate principal amount of Notes which is greater than the Maximum Acceptance Amount, such Tender Instructions will be accepted on a pro rata basis such that the aggregate principal amount of Notes accepted for purchase pursuant to the Offer is not greater than the Maximum Acceptance Amount. However, as noted above, the Company reserves the right to purchase more than the Maximum Acceptance Amount. Please refer to the Tender Offer Memorandum for further details.

Acceptance and scaling

In the event that the aggregate principal amount of Notes represented by Tender Instructions is greater than the Maximum Acceptance Amount, Notes validly submitted for tender will be accepted on a pro rata basis.

Such pro rata allocations will be calculated in relation to the Notes by multiplying the aggregate principal amount of the Notes represented by each Tender Instruction subject to pro-ration by a factor equal to (i) the Maximum Acceptance Amount divided by (ii) the aggregate principal amount of the Notes validly tendered in the Offer (subject to adjustment to allow for the aggregate principal amount of Notes accepted for purchase, following the rounding of Tender Instructions as set out below to equal the Maximum Acceptance Amount exactly). Each tender of Notes reduced in this manner will be rounded to the nearest £1,000 in aggregate principal amount, provided that the Company will refuse to accept a Tender Instruction where, following pro-ration, the principal amount of Notes subject to the Tender Instruction, or the residual amount of Notes in the relevant Direct Participant's account (if any), would be less than the minimum denomination of the Notes (being £100,000).

Extension, Amendment and Termination

The Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Summary of Action to be Taken

The Company will only accept tenders of Notes for purchase pursuant to the Offer which are made by way of the submission of valid Tender Instructions in accordance with the procedures set out in the Tender Offer Memorandum.

To tender Notes for purchase pursuant to the Offer, a Holder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. Tender Instructions must be submitted in respect of a minimum principal amount of Notes of no less than £100,000 (being the minimum denomination of the Notes) and may be submitted in integral multiples of £1,000 thereafter.

A Holder that is a participant in Euroclear or Clearstream must submit a Tender Instruction to Euroclear or Clearstream, as applicable, in order to tender Notes in the Offer. A beneficial owner of Notes that is registered in the name of a Direct Participant, such as a broker, dealer, bank, custodian, trust company or other nominee, and who wishes to tender its Notes, should contact such Direct Participant promptly and instruct such Direct Participant to tender on its behalf in accordance with these procedures to participate in the Offer. The submission of a Tender Instruction in the manner provided herein shall constitute a tender of Notes.

A Holder wishing for its Tender Instructions or its intention to tender Notes to be taken into account in the allocation process for the New Notes should contact the Sole Dealer Manager (in its capacity as sole bookrunner of the issue of the New Notes) in accordance with the standard new issue procedure of the Sole Dealer Manager. The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Holders are advised to contact the Sole Dealer Manager as soon as possible in order for this to be taken into account as part of the New Notes allocation process.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

General

Questions and requests for assistance in connection with (i) the Offer may be directed to the Sole Dealer Manager, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this announcement.

Before making a decision with respect to the Offer, Holders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations" of the Tender Offer Memorandum.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MAR").

EXPECTED TIMETABLE OF EVENTS

The times and dates below are indicative only.

Unless stated otherwise, announcements in connection with the Offer will be made by the Company by (i) publication through RNS and (ii) the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made (a) on the relevant Reuters Insider Screen and/or (b) by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Holders may contact the Sole Dealer Manager for information.

The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum), as further detailed in the section entitled "Extension, Amendment and Termination" of the Tender Offer Memorandum. Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above. See "Procedures for Participating in the Offer" of the Tender Offer Memorandum.

Offer and Distribution Restrictions

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum or this announcement and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Persons. Any purported tender of Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by a U.S. Person, by any person acting for the account or benefit of a U.S. Person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Italy

United Kingdom

France

General

SOLE DEALER MANAGER

Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: +44 (0) 20 7677 5040 Attention: Liability Management Team , Global Capital Markets Email: liabilitymanagementeurope@morganstanley.com

TENDER AGENT

Kroll Issuer Services Limited The News Building 3 London Bridge Street London SE1 9SG Telephone: +44 20 7704 0880 Attention: Scott Boswell Email: vanquis@is.kroll.com Website: https://deals.is.kroll.com/vanquis