Notice of IntegraFin Holdings plc AGM 2025

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of IntegraFin Holdings plc (the "Company"), will be held at the Company's registered office, 29 Clement's Lane, London EC4N 7AE on Thursday, 27 February 2025 at 16:00 for transaction of the business below.

Shareholders will be asked to consider and vote on the resolutions below. Resolutions 18 to 21 inclusive will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

The Company's Annual Report and Financial Statements for the year ended 30 September 2024 is available via the shareholder web page at www.integrafin.co.uk/annual-reports.

Resolutions

Annual Report & Financial Statements

Ordinary Resolutions

1. To receive the Company's 2024 Annual Report and Financial

Statements for the financial year ended 30 September 2024, together with the strategic report, the directors' report and auditors' report thereon.

Directors' Remuneration

Ordinary Resolutions

1. To approve the Directors' Remuneration Report (excluding the
   Directors' Remuneration Policy) for the year ended 30 September
   2024 as set out in the Company's 2024 Annual Report and
   Financial Statements.
2. To approve the 2024 Directors' Remuneration Policy as set out in the 2024 Annual Report and Financial Statements of the Company.
3. To approve the rules of the IntegraFin Combined Incentive Plan 2024 ("CIP"), in the form produced to the AGM and initialled by the Chair for the purposes of identification (a summary of which is set out in Appendix 1). The directors be and are hereby authorised to adopt the CIP and to do all acts that they consider necessary or expedient to give effect to the CIP. The directors be and are hereby authorised to adopt further plans based on the CIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the CIP.

Election & Re-election of Directors

Ordinary Resolutions

1. To re-elect Richard Cranfield as a director of the Company.
2. To re-elect Alexander Scott as a director of the Company.
3. To re-elect Michael Howard as a director of the Company.
4. To re-elect Euan Marshall as a director of the Company.
5. To re-elect Caroline Banszky as a director of the Company.
6. To re-elect Victoria Cochrane as a director of the Company.
7. To elect Irene McDermott Brown as a director of the Company.
8. To re-elect Rita Dhut as a director of the Company.
9. To re-elect Charles Robert Lister as a director of the Company.

Appointment of Auditor and Auditor's remuneration

Ordinary Resolutions

1. To re-appoint Ernst & Young LLP as the Company's auditor to hold office from the conclusion of this meeting until the conclusion of the next meeting at which the accounts are laid before the shareholders.
2. To authorise the Company's Audit and Risk Committee to determine the remuneration of the auditor.

Political Donations

Ordinary Resolutions

16. To resolve that in accordance with section 366 of the Companies Act 2006 (the "2006 Act"), the Company, and any company which at any time during the period for which this resolution has effect is a subsidiary of the Company, be and are hereby authorised:

1. to make political donations to political organisations or independent election candidates not exceeding £50,000 in total;
2. to make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

in each case during the period commencing on the date of passing of this resolution and ending on the date of the AGM of the Company to be held in 2026 or at the close of business on 31 March 2026, whichever is earlier. For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings given to them in the sections 363 to 365 of the 2006 Act. For more information, please refer to the notes at the end of this document.

Authority to allot shares

Ordinary Resolution

17. That the directors of the Company be and are hereby generally and unconditionally authorised pursuant to section 551 of the 2006 Act to exercise all powers of the Company to allot Ordinary Shares and to grant rights to subscribe for, or to convert any security into,

Ordinary Shares up to:

1. an aggregate nominal value of £1,104,406.71 representing one third of the aggregate nominal value of the issued share capital of the Company as at 7 January 2025 (to be reduced by the nominal value of any equity securities (as defined in the 2006 Act) allotted under sub-paragraph 16.2 below in excess of £1,104,406.71); and
2. an aggregate nominal value of £2,208,813.43 representing two thirds of the aggregate nominal value of the issued share capital of the Company as at 7 January 2025, in the form
   of equity securities (as defined in section 560 of the 2006
   Act) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of Ordinary Shares on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems

arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever,

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or at the close of business 31 March 2026 (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

Disapplication of pre-emption rights

Special Resolution

18. That, if resolution 17 set out in this notice is passed, the directors of the Company be and are hereby empowered pursuant to section

570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 17 above and/or to sell equity securities held as treasury shares for cash pursuant to the section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of Ordinary Shares on the register on any record date fixed by the directors in proportion
   (as nearly as may be) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal, regulatory or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
2. any such allotment and/or sale, otherwise than pursuant to sub-paragraph 18.1 above, of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value not exceeding £165,661.01 representing five percent of the aggregate nominal value of the issued share capital of the Company as
   at 7 January 2025.

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or within 15 months of the date of the passing of this resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/ or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

Further disapplication of pre-emption rights for acquisitions or specified capital investment

Special Resolution

19. That, if resolution 17 set out in the notice convening this meeting is passed, the directors of the Company be and are hereby empowered pursuant to section 570 of the 2006 Act to allot equity securities (as defined in section 560 of the 2006 Act) for cash pursuant to the general authority conferred by resolution 18 above and/or to sell equity securities held as treasury shares

for cash pursuant to the section 727 of the 2006 Act, in each case, as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited to any such allotment and/or sale of equity securities having, in the case of Ordinary Shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into Ordinary Shares having an aggregate nominal value, not exceeding £165,661.01 representing five percent of the aggregate nominal value of the issued share capital of the Company as at 7 January
   2025; and
2. 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 determine
   to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles in Dis-applying
   Pre-emption Rights most recently published by the Pre-emption Group to the date of this resolution,

such authority to expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) at the conclusion of the next AGM of the Company or within 15 months of the date of the passing of this resolution (whichever is the earlier), except that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/ or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

Purchases of Ordinary Shares by the Company

Special Resolution

20. That, the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of its Ordinary Shares, provided that, in doing so, it:

1. purchases not more than 33,132,201 shares representing
   10 percent of the issued share capital of the Company, in aggregate as at 7 January 2025;
2. pays not less than one pence (excluding expenses) per
   Ordinary Share; and

Explanatory notes to the Resolutions

Information about the business to be considered at the 2024 AGM is set out below.

These explanatory notes should be read in conjunction with the Annual Report and Financial Statements for the financial year ended 30 September 2024. The 2024 Annual Report and Financial Statements are available at www.integrafin.co.uk/annual-reports.

Annual Report and Financial Statements - Resolution 1

The directors are required to present to the meeting the audited financial statements and the reports of the Directors and the Auditors for the financial year ended 30 September 2024. The directors ask that shareholders receive and consider the 2024 Annual Report and Financial Statements.

Directors' Remuneration - Resolutions 2-3

The 2006 Act requires the Company to produce a yearly report on the Directors' remuneration and to put an annual resolution to shareholders for approval of that report. Resolution 2 is a resolution to approve the Directors' Remuneration Report.

This resolution is advisory in nature and does not affect the future remuneration paid to any director. The Directors' Remuneration Report (excluding the Directors' Remuneration Policy) summarises the implementation of the Company's policy on remuneration for the directors during the period from 01 October 2023 to 30 September 2024.

Resolution 3 is to approve the Directors' Remuneration Policy

as set out in the 2024 Annual Report and Financial Statements of the Company.

IntegraFin Combined Incentive Plan 2024

- Resolution 4

Resolution 4 deals with the establishment of the new IntegraFin Combined Incentive Plan 2024 (the "CIP") which will be used as the Company's main share incentive plan, in place of the existing IntegraFin Performance Share Plan 2018. The directors ask the shareholders for approval of the CIP rules, in the form produced to the AGM, a summary of which is set out in Appendix 1. For executive directors of the Company, the rules of the CIP will take into account the requirements of the Company's Directors' Remuneration Policy and will be implemented accordingly.

Election and Re-election of Directors - Resolutions 5-13

In accordance with the UK Corporate Governance Code 2018, the Company has adopted a policy of requiring all directors to seek re-election on an annual basis. Resolutions 5 to 13 inclusive are ordinary resolutions to approve the election and re-election of the directors.

Biographies of each of the directors are set out below:

Richard Cranfield

Richard Cranfield joined the Group in June 2019 as a non-executive director and was appointed Chair in October 2019. Richard is currently

a non-executive director of Henderson High Income Trust plc, a position held since 2020, and a trustee of The Not Forgotten Association since 2024. Richard is a qualified solicitor and has held numerous positions within Allen & Overy between 1978 and 2022, being a partner from 1985 to 2021. Richard holds an MA in Economics and Law from Cambridge University.

Alexander Scott

Alexander Scott joined the Group in October 2009 as Actuary

and Head of Group Technical Operations. In 2010, he became Chief Financial Officer and a director of Integrated Financial Arrangements Ltd ("IFAL") in 2011. Alexander became Chief Executive Officer in March 2020. Alexander has over 25 years' experience in the UK financial services industry. Prior to joining the Group, he held the positions of Life Director and Chief Actuary from 2004 to 2009 at Sterling Insurance Group and from 1997 until 2010 worked in a variety of roles at Criterion Assurance Group. Prior to that, Alexander held a number of actuarial positions at National Provident Institution from 1991 until 1997. He holds a BSc in Actuarial Science from City University and is a Fellow of the Institute of Actuaries.

Michael Howard

Michael Howard co-founded the Group in April 1999. Michael has over 30 years of experience in the financial services industry. At Norwich Union, Australia, he was directly responsible for the marketing and administration of Norwich Union's investment funds, including the development and launch of Norwich Union's investment platform, "Navigator", in 1990. Prior to that, Michael was at Touche Ross, in the Audit Division in the UK and in Melbourne, Australia, between 1980 and 1986. He co-founded the ObjectMastery group of companies in Australia in 1992 which was responsible for providing software development and maintenance services to the Group to underpin Transact until Integrated Application Development Pty Ltd ("IAD") was acquired by the Group in July 2016. He holds a BA in Economics from York University.

Euan Marshall

Euan Marshall joined the Group in January 2024 as Chief Financial Officer. Previously Euan held the role of Chief Financial Officer at the FTSE 250 listed financial services company, CMC Markets. Euan is a qualified accountant and has over 20 years of financial services experience. He joined CMC Markets in 2011 and has held roles including Head of Finance, prior to becoming CFO in 2019. His experience prior to CMC Markets includes work at Barclays, HSBC, and Deloitte. Euan holds a Bachelors degree in Economics and Econometrics from the University of Nottingham and is a CIMA member.

Caroline Banszky

Caroline Banszky joined the Group in August 2018 as a non-executive director. Caroline is currently the Chair of the Audit Committee of Gore Street Energy Storage Fund plc, a position held since 2018. Previously Caroline has been Chair of the Audit and Compliance Committee of

3i Group plc and was a member of the Investment Committee of the Open University from 2016 to 2024. Caroline was Chief Executive of The Law Debenture Corporation plc from 2002 to 2016. Prior to that she was the Chief Operating Officer of SVB Holdings plc, now Novae Group plc, from 1997 to 2002 and the Finance Director of N M Rothschild & Sons Limited between 1995 and 1997. Caroline is a Chartered Accountant having originally trained at what is now KPMG.

Election and Re-election of Directors - Resolutions 5-13 continued

Victoria Cochrane

Victoria Cochrane joined the Group in September 2018 as a non- executive director. Victoria is a qualified Solicitor with over twenty years' experience with Ernst & Young LLP ("EY") firstly as General Counsel and latterly as Global Head of Risk. She is currently Chair of the Audit and Risk Committee of Ninety One plc, a position held since 2019, and Chair of the Audit Committee of Euroclear Bank SA/NV, a position held since 2016. Prior to that, Victoria held positions as a non-executive director at Perpetual Income and Growth Investment Trust plc between 2015 and 2020, Bowater Industries Ltd between 2014 and 2015 and Gloucester Insurance Ltd between 2008 and 2013. She was a Global Executive Board Member for EY (Global) between 2008 and 2013, and an Executive Board Member for EY (NEMIA and UK) between 2006 and 2008.

Irene McDermott Brown

Irene McDermott Brown join the Group in January 2025 as a non-executive director. Irene is currently a non-executive director and Chair of the Remuneration Committee of Lancashire Holdings Limited, a position held since 2021. She was previously the Chief HR Officer at M&G from 2017 to 2021 and HR Director for Prudential UK & Europe from 2016-2017. Prior to that, Irene held various HR positions including Group Human Resources Director at Barclays from

2013-2016 and HR Director, Functions and HR Transformation at BP from 2005-2011. Irene holds an MS in Industrial Relations and Personnel Management from the London School of Economics.

Rita Dhut

Rita Dhut joined the Group in September 2021 as a non-executive director. Rita is currently Chair of JPMorgan European Investment Trust plc, a position held since 2022 (non-executive director position held since 2019), Ashoka Indian Equity Investment Trust plc, a position held since 2018 and a non-executive director of UK Research and Innovation from 2024. Prior to this, Rita held various positions including Head of European Equities and Head of Pan European Value Investing with Aviva Investors between 2001 and 2012, and Director of European Equities with M&G. Rita hold a BSc in Business Studies from City University London and is an Associate of the Chartered Financial Analyst Institute.

Charles Robert Lister

Charles Robert Lister joined the Group in June 2019 as a non-executive director. Robert was previously the Board Chair of Cavendish Financial plc from 2021 to 2023, a non-executive director of Credit Suisse Asset Management (UK) Ltd from 2012 to 2022, director of Aberdeen Smaller Companies Income Trust plc from 2012 to 2022, and non-executive director Investec Wealth and Investment Limited from 2010 to 2020. Robert has held various positions including Global Head of Equities and Head of European Equities at Dresdner Kleinwort Wasserstein and Barclays de Zoete Wedd Limited respectively. Robert holds a BA in Classics from Oxford University.

Re-Appointment of Auditor and Auditor's Remuneration - Resolution 14-15

Resolution 14 is a resolution to approve the re-appointment of EY as auditor on recommendation of the Company's Audit and Risk Committee.

Resolution 15 is to authorise the Company's Audit and Risk Committee to determine the auditor's remuneration.

Political Donations - Resolution 16

The 2006 Act prohibits companies making political donations to EU political organisations or independent candidates, or incurring EU political expenditure, unless authorised by shareholders in advance.

The Company does not, and does not intend to, make donations to political organisations or independent election candidates, nor does it intend to incur any political expenditure.

However, the definitions of political donations, political organisations and political expenditure used in the 2006 Act are wide, and cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Therefore shareholder approval is being sought on a precautionary basis only, to allow the Company during the period the resolution has effect to continue to support the community and put forward its views to wider business and government interests, without running the risk of breaching legislation inadvertently.

The board, on behalf of the Company and its subsidiary companies, is therefore seeking authority to make political donations to political organisations and independent election candidates not exceeding £50,000 in total and to incur political expenditure not exceeding £50,000 in total. In line with best practice, this resolution will be put to shareholders annually rather than every four years as required by the 2006 Act. Any expenditure which is regulated under the 2006 Act must first be approved by shareholders and will be disclosed in next year's Annual Report and Financial Statements. For the purposes of this resolution, the terms 'political donations', 'political organisations', 'independent election candidate' and 'political expenditure' will have the meanings given to them in sections 363 to 365 of the 2006 Act.

Authority to allot shares - Resolution 17

Resolution 17 is an ordinary resolution, divided into two parts which, in total, will renew the board's authority to allot Ordinary Shares up to an amount approximately equal to two thirds of the Company's current issued ordinary share capital (excluding shares held in treasury).

Paragraph 17.1 of the resolution will renew the authority of the directors to allot securities up to an aggregate nominal value of £1,104,406.71. This represents 110,440,671 Ordinary Shares or approximately one third of the total ordinary share capital of the Company in issue as at 7 January 2025 (the last practicable date before the posting of this notice).

Paragraph 17.2 of the resolution will renew the board's authority to allot two-thirds of the current issued ordinary share capital, provided that the allotment is made in connection with a rights issue (an offer to existing shareholders allowing them to purchase ordinary share in proportion to their existing holding) in favour of holders of equity securities (which would include ordinary shareholders).