VPC Specialty Lending Investments : Notice of GM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser duly authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, from another appropriately authorised independent advisor.

If you have sold or otherwise transferred all of your holding of Shares, please forward this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document should not, however, be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Shares, you should retain this document.

VPC SPECIALTY LENDING INVESTMENTS PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 9385218)

Proposed adoption of a B Share Scheme to facilitate the

return of capital to Shareholders

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman, which recommends that you vote in favour of the resolutions to be proposed at the General Meeting referred to below. However, this document should be read in its entirety.

Notice of a General Meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 10.00 a.m. on 5 April 2024 is set out at the end of this document. Shareholders are requested to complete and return their Form of Proxy as soon as possible. To be valid, Forms of Proxy for use at the General Meeting must be completed and returned in accordance with the instructions printed thereon to the Company's Registrar, Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds. LS1 4DL so as to arrive no later than 10.00 a.m. on 3 April 2024.

As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Company Registrar's online voting portal www.signalshares.com. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the accompanying Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 3 April 2024.

	TABLE OF CONTENTS
EXPECTED TIMETABLE	3
PART 1 - LETTER FROM THE CHAIRMAN	4
PART 2	- DETAILS OF THE B SHARE SCHEME	9
PART 3	- RIGHTS AND RESTRICTIONS ATTACHED TO B SHARES	12
PART 4	- UNITED KINGDOM TAXATION	14
PART 5	- DEFINITIONS	16
NOTICE OF GENERAL MEETING	18

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EXPECTED TIMETABLE

		2024
Publication of this document	15 March
Latest time and date for receipt of Forms of Proxy or CREST	10.00 a.m. on 3	April
electronic proxy appointments for the General Meeting
General Meeting	10.00 a.m. on 5	April
Publication of the results of the General Meeting	5	April

Notes:

The above times and/or dates may be subject to change and in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

All references to times in this document are to London times.

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PART 1 - LETTER FROM THE CHAIRMAN

VPC SPECIALTY LENDING INVESTMENTS PLC

(Incorporated in England and Wales under the Companies Act 2006 with registered number 9385218)

Directors:	Registered Office:
Graeme Proudfoot (Chairman)	6th Floor
Oliver Grundy	65 Gresham Street
Mark Katzenellenbogen	London
	EC2V 7NQ
	15 March 2024
Dear Shareholder,

PROPOSED ADOPTION OF A B SHARE SCHEME TO FACILITATE THE RETURN OF CAPITAL TO SHAREHOLDERS

Summary

• The adoption of the B Share Scheme should enable the Company to return capital to Shareholders as and when sufficient cash and reserves are available.
• Capital returns under the B Share Scheme would be made to all Shareholders on a pro rata basis, without the need for an election or further action by Shareholders.
• Under the B Share Scheme, Shareholders receive free B Shares that are automatically redeemed for cash.
• The B Share Scheme is designed to return cash on a capital basis for tax purposes.
• The number of existing Ordinary Shares in issue will be unchanged. However, following any B Share issue and redemption, the NAV (and NAV per Ordinary Share) will be reduced by the total amount of capital returned pursuant to a Return of Capital.

1. INTRODUCTION

I am writing to you with details of the proposal to adopt a B Share Scheme to facilitate the return of capital to Shareholders (the "Proposal").

The purpose of this document is to set out the background to and reasons for the Proposal and why the Board unanimously recommends that you vote in favour of the Resolutions to be proposed at the General Meeting.

The Resolutions will be proposed at a general meeting to be held at 10.00 a.m. on 5 April 2024, notice of which is set out at the end of this document.

2. BACKGROUND TO THE PROPOSAL

In June 2023, Shareholders approved changes to the investment objective and policy of the Company. Pursuant to this change, the Company is managed with the objective of conducting an orderly realisation of the assets of the Company in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value.

The Board has since then been reviewing potential mechanisms through which a proposed return of capital may be structured and has taken professional advice, including in relation to tax implications, and has reflected on views received from various Shareholders of the Company.

After careful consideration, the Board has determined that the adoption of a B Share Scheme is one of the fairest and most efficient ways of returning capital to shareholders. A B Share Scheme would allow the Company to return capital on a strict pro rata basis which would ensure as far as possible that no Shareholder or Shareholder group is disadvantaged. The adoption of the B Share Scheme would involve the Company issuing redeemable B Shares to Shareholders and redeeming them on the Redemption Date applicable to that issue of B Shares without further action being required by Shareholders.

The quantum and timing of a Return of Capital to Shareholders following receipt by the Company of the net proceeds of realisations of investments will be dependent on the repayment and cancellation

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of the Company's bank facilities, further draw downs to honour commitments to fund under existing contractual arrangements, the Company's liabilities and general working capital requirements and sufficient distributable reserves and amounts standing to the credit of the Company's share premium account. Accordingly, the quantum and timing of any Return of Capital will be at the discretion of the Board, and details of each Return of Capital, including the relevant Record Date, Redemption Price and Redemption Date, will be notified to Shareholders by an announcement through the Regulatory Information Service. Subject to the passing of the Resolutions at the General meeting, the Board intends to announce the details of an initial Return of Capital under the B Share Scheme shortly after the General Meeting.

The adoption of a B Share Scheme will not limit the ability of the Company to return cash to Shareholders by using other mechanisms and, if the B Share Scheme is adopted, the Board will continue to review its efficacy over time. Details of the Board's intention to implement the B Share Scheme are set out in more detail below.

The Board's proposal to adopt a B Share Scheme now should not be taken as any indication as to the likely timing or quantum of any future returns of cash to Shareholders.

The purpose of this document is to provide Shareholders with further details of the proposed B Share Scheme and to give notice of the General Meeting at which the Resolutions required to adopt the B Share Scheme will be proposed.

3. B SHARE SCHEME

1. How will cash be returned via the B Shares?
   Subject to the Resolutions being passed, the Company will have a mechanism to enable it to return cash to Shareholders at such time or times as the Board may, at its absolute discretion, determine by applying amounts standing to the credit of the Company's share premium account to pay up the nominal value of the appropriate number of B Shares. Such B Shares would be issued as fully paid bonus shares to Shareholders pro rata to their holding of Shares on the Record Date and, shortly thereafter, redeemed and cancelled in accordance with their terms for an amount not exceeding the amount treated as paid up on the issue of the B Shares. The Company will not allot any fractions of B Shares and entitlements will be rounded down to the nearest whole B Share.
   Following the redemption and cancellation of the B Shares, the redemption proceeds would be sent to Shareholders, either through CREST to uncertificated Shareholders or via cheque to certificated Shareholders. Each issue and redemption would be notified to Shareholders by an announcement through a Regulatory Information Service.
   Further details of the B Share Scheme are set out in Part 2 of this document.
   The structure of a B Share Scheme should result in the majority of UK taxpayers receiving their cash proceeds on redemption of the B Shares as a capital return for UK tax purposes. You should read Part 4 of this document which sets out a general summary guide (which does not constitute tax advice) to certain potential tax consequences in the UK.
2. Advantages of returning cash via B Shares
   The Board believes that returning capital via the B Share Scheme rather than via a tender offer, offers the following significant benefits to Shareholders:
3. • It reduces costs for the Company, as there should be no need to prepare further circulars to give effect to a future Return of Capital, which would not be the case with tender offers. Details of each Return of Capital notified to Shareholders will be by an announcement through the Regulatory Information Service and, subject to any change in existing United Kingdom tax law (and in contrast to a tender offer where stamp duty at the rate of 0.5 per cent. of the tender price is payable), no stamp duty would be payable by the Company.
   • All Shareholders would participate in the redemption process and they would be treated equally. It is likely to be particularly beneficial for smaller retail Shareholders who may miss the opportunity to participate in a tender offer simply as a result of failing to make an election to participate.

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• Subject to the Resolutions being passed at the General Meeting, Shareholders will not be required to take any further action to give effect to a future Return of Capital under the B Share Scheme.
• There would be greater certainty for the Company regarding the amount of capital that is able to be returned to Shareholders, given that unlike tender offers, capital returns under the B Share Scheme would be made to all Shareholders on a pro rata basis, without the need for an election.

3.3 Further information on the B Shares

No share certificates would be issued in relation to the B Shares and the B Shares would not be listed or traded on the London Stock Exchange or on any other recognised exchange.

The B Shares would be non-transferable and would have limited rights, including a right to a very small dividend at a fixed rate.

Given the short period of time for which any B Shares are anticipated to be in issue, it is unlikely that any dividends would become payable on the B Shares. The rights and restrictions attached to the B Shares are set out more fully in Part 3 of this document.

4. RISK FACTORS

Shareholders should be aware of the following risks associated with the B Share Scheme and any Returns of Capital:

1. There is no guarantee that the B Share Scheme or any Return of Capital pursuant to the B Share Scheme will take place. The B Share Scheme is conditional on, among other things, the approval of Shareholders and will not proceed if the Resolutions are not passed. The approval of Resolution 1 requires not less than 75% of those voting at the General Meeting in person or by proxy to vote in favour of the Resolution. Resolutions 2 and 3 require more than 50% of those voting at the General Meeting in person or by proxy to vote in favour. It is possible that Shareholders may not approve the Resolutions. If any of the Resolutions are not passed there will be no Return of Capital under the B Share Scheme.
2. The amount of cash that the Company will be able to return to Shareholders in the future will depend on the performance of the Company's remaining investments and the proceeds eventually realised from them.
3. Even if the Resolutions are passed, the Board may determine, at its absolute discretion, not to make any Return of Capital pursuant to the B Share Scheme.
4. For some Shareholders, there may be some disadvantages in returning capital via the B Share Scheme relating to the timing and mandatory nature of the scheme. Unlike a tender offer, Shareholders would not be given a choice as to whether or not to participate in a Return of Capital and, for those Shareholders who hold Shares through a number of different vehicles, they would not be given the choice as to which of their vehicles should participate in a Return of Capital. This could potentially lead to adverse tax consequences for some Shareholders as they may not be able to structure their returns in the most tax efficient manner.
5. If approved, the authority to allot and issue B Shares will expire, and, if the Directors consider appropriate, be proposed for renewal at each annual general meeting of the Company thereafter. It is possible that Shareholders may not approve such resolution to renew this authority. In this case, there will be no further Returns of Capital under the B Share Scheme.

5. SHARE CAPITAL

As at the Latest Practicable Date, the Company's issued share capital, all of which is fully paid, is 382,615,665 Shares, of which 104,339,273 are held in treasury.

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6. GENERAL MEETING

The Proposal requires the approval by Shareholders at the General Meeting which has been convened for 10.00 a.m. on 5 April 2024.

Resolution 1 is proposed as a special resolution and Resolutions 2 and 3, as ordinary resolutions. Together they seek approval for the B Share Scheme.

A special resolution requires at least 75 per cent. of the vote cast to be in favour in order for the resolution to be passed. An ordinary resolution requires a majority of members entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

Resolution 1 relates to the adoption of the New Articles of Association which set out the rights of the B Shares as described in Part 3 of this document and enable the Directors to apply amounts standing to the credit of the Company's share premium account to pay up the nominal value of the appropriate number of B Shares from time to time for the purposes of the B Share Scheme with the authority of a one-off ordinary resolution of the Company which will be sought pursuant to Resolution 2.

Resolution 2 (which is conditional on the New Articles of Association being adopted pursuant to Resolution 1) authorises the Directors to apply amounts standing to the credit of the Company's share premium account to pay up the nominal value of up to 11,000,000,000 B Shares.

Resolution 3 (which is conditional on Resolutions 1 and 2 being approved) authorises the Directors to issue B Shares from time to time up to an aggregate nominal amount of £110,000,000.00 on a pro rata basis to the holders of Shares by way of bonus issues. If approved, this authority to allot and issue B Shares will expire, and, if the Directors consider appropriate, be proposed for renewal, at the next annual general meeting of the Company in 2024 and at each annual general meeting thereafter.

If passed, the Resolutions will allow the Company to return capital to Shareholders through bonus issues of B Shares. Shortly after their date of issue, the B Shares would be redeemed at the option of the Company and cancelled in accordance with their terms. The redemption proceeds would then be sent to Shareholders, as set out more fully in Parts 2 and 3 of this document. Subject to the Resolutions being passed, each Return of Capital would be implemented at the discretion of the Company.

In accordance with the Articles, all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Share held. In order to ensure that a quorum is present at the General Meeting, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

The formal notice convening the General Meeting is set out at the end of this document.

6. ACTION TO BE TAKEN IN RESPECT OF THE GENERAL MEETING

Shareholders will find enclosed with this document a Form of Proxy for use at the General Meeting.

Shareholders are asked to complete and return the Form of Proxy, in accordance with the instructions printed thereon, to the Company's Registrar, Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds. LS1 4DL so as to be received as soon as possible, and in any event no later than 10.00 a.m. on 3 April 2024.

Recipients of this document who are the beneficial owners of Shares held through a nominee should follow the instructions provided by their nominee or their professional adviser if no instructions have been provided.

As an alternative to completing and returning the accompanying Form of Proxy, you may submit your proxy electronically by accessing the Company Registrar's online voting portal www.signalshares.com. For security purposes, you will be asked to enter the control number, your shareholder reference number (SRN) and personal identification number (PIN) to validate the submission of your proxy online. The control number and members' individual SRN and PIN numbers are shown on the accompanying Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. Proxies sent electronically must be sent as soon as possible and, in any event, so as to be received no later than 10.00 a.m. on 3 April 2024.

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7. RECOMMENDATION

The Board considers that the Proposal is in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.

The Directors intend to vote in favour, or procure the vote in favour (but only to the extent that they are able to), of the Resolutions at the General Meeting in respect of their own beneficial holdings of Shares which, in aggregate, amount to 375,000 Shares representing approximately 0.13 per cent. of the Company's issued Share capital (excluding Shares held in treasury).

Yours faithfully

Graeme Proudfoot

Chairman

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PART 2 - DETAILS OF THE B SHARE SCHEME

1. RETURNS OF CAPITAL TO SHAREHOLDERS

A Return of Capital consists of the allotment and issue of B Shares to Shareholders and the redemption of the B Shares by the Company by way of cash payment to holders of B Shares.

The Board intends to notify Shareholders of the details of any and each Return of Capital, including the relevant Record Date, the Redemption Price and the Redemption Date, at the relevant time through a Regulatory Information Service.

2. ALLOTMENT AND ISSUE OF AND RIGHTS ATTACHING TO THE B SHARES

For the purposes of making an issue of B Shares, it is proposed that the Directors be authorised to apply from time to time amounts standing to the credit of the Company's share premium account for the purpose of making a new issue of shares in accordance with the Act and Article 170 of the New Articles of Association. The share premium account will be used from time to time to pay up in full B Shares with a nominal value of 1 penny each on the basis that the aggregate nominal value of the B Shares so issued on each such occasion will not exceed the aggregate sum or sums capitalised on each such occasion for the purposes of such B Share issue. The aggregate maximum number of B Shares that may currently be issued by the Company over time under this B Share Scheme will not exceed 11,000,000,000 and the aggregate nominal value of all B Shares issued will not exceed £110,000,000.00.

As at close of business on the Latest Practicable Date, the amount standing to the credit of the share premium account (created as a result of shares issued by the Company) of the Company was £161.0 million.

Under the New Articles of Association, the Directors may, having obtained the relevant authority of Shareholders, apply the sum standing to the credit of the share premium account of the Company for the purposes of paying up, allotting and issuing B Shares to Shareholders.

The B Shares will be allotted and issued to Shareholders pro rata to their holding of Shares on the Record Date. The Company will not allot any fractions of B Shares and entitlements will be rounded down to the nearest whole B Share.

The B Shares will have only very limited rights, including a right to a very small fixed rate dividend and will be non-transferable. The rights and restrictions to be attached to the B Shares are more fully set out in Part 3 of this document.

No share certificates will be issued for any B Shares allotted and no CREST accounts will be credited with any such shares.

No application will be made for the B Shares to be admitted to listing on the Official List or to trading on the London Stock Exchange's main market for listed securities and the B Shares will not be listed or admitted to trading on any other recognised investment exchange. Given the short period of time for which any B Shares issued are anticipated to be in issue, it is unlikely that any dividend will become payable on the B Shares.

3. REDEMPTION

Each redemption of B Shares will be undertaken at the option of the Company. It is expected that redemption will occur shortly after each date of issue of the B Shares, when all of the B Shares then in issue will be compulsorily redeemed and cancelled in accordance with their terms for an amount not exceeding the amount treated as paid up on the B Shares.

Following the redemption and cancellation of the B Shares, the redemption proceeds will be sent to Shareholders either through CREST to uncertificated Shareholders or via cheque to certificated Shareholders. In the unlikely event that any B Share Dividend were to become payable it would be paid separately either to mandated bank accounts or by cheque. Please see Part 4 of this document for a general summary guide (which does not constitute tax advice) to certain potential tax consequences in the UK.

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4. OVERSEAS SHAREHOLDERS

Shareholders who are not resident in the United Kingdom or who are citizens, residents or nationals of other countries should consult their professional advisers to ascertain whether the B Share Scheme (including, as may be relevant in each case, the issue, holding or redemption of the B Shares (which will be non-transferable)) will be subject to any restrictions or require compliance with any formalities imposed by the laws or regulations of, or any body or authority located in, the jurisdiction in which they are resident or to which they are subject. In particular, it is the responsibility of any Overseas Shareholder to satisfy himself or herself as to full observance of the laws of each relevant jurisdiction in connection with the B Share Scheme, including the obtaining of any government, exchange control or other consents which may be required or the compliance with other necessary formalities needing to be observed and the payment of any issue, transfer or other taxes or duties in such jurisdiction.

The distribution of this document in certain jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this document nor any other document issued or to be issued by or on behalf of the Company in connection with the B Share Scheme constitutes an invitation, offer or other action on the part of the Company in any jurisdiction in which such invitation, offer or other action is unlawful.

The provisions of this paragraph 4 relating to Overseas Shareholders may be waived, varied or modified as regards specific Overseas Shareholders or on a general basis by the Company in its absolute discretion.

5. SECURITIES LAW CONSIDERATIONS IN THE UNITED STATES

None of the B Shares will be registered under the US Securities Act or with any state or other jurisdiction of the United States, and none of the B Shares may be reoffered, resold, pledged, or otherwise transferred in or into the United States or to any US persons except pursuant to a transaction that has been registered under the US Securities Act and with the relevant state and other jurisdictions or a transaction that is exempt from, or otherwise not subject to, the securities laws of such jurisdictions.

6. AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Amendments to the Articles are required in order to implement the B Share Scheme and require approval at the General Meeting. Therefore it is proposed that the Articles be amended by the adoption of the New Articles of Association which include an insertion that contains the rights and restrictions attaching to the B Shares, as set out in Part 3 of this document together with a mechanism to allow the Directors to apply any sum or sums standing to the credit of the share premium account of the Company from time to time for the purposes of the B Share Scheme with the authority of an ordinary resolution of Shareholders to be obtained on a one-off basis.

7. SUMMARY EXPLANATION OF THE RESOLUTIONS

Resolution 1 will be proposed at the General Meeting as a special resolution, the passing of which requires at least 75% of the votes cast (whether in person or by proxy) to be in favour. Resolution 2 and Resolution 3 will each be proposed as ordinary resolutions, the passing of which requires more than 50% of the votes cast (whether in person or by proxy) to be in favour.

A summary of the Resolutions follows below:

Resolution 1 proposes the adoption of New Articles of Association with immediate effect incorporating the rights and restrictions to be attached to the B Shares (as set out in Part 3 of this document) together with a mechanism to allow the Directors to apply a sum or sums standing to the credit of the share premium account of the Company from time to time for the purposes of the B Share Scheme with the authority of an ordinary resolution of Shareholders to be obtained on a one-off basis.

Resolution 2 (which is conditional upon the New Articles of Association having been adopted) proposes to authorise the Directors to apply from time to time a sum or sums not exceeding, at each relevant time, the aggregate amount then standing to the credit of the Company's share premium account in accordance with the Act and the New Articles of Association, and to apply such sum or sums from time to time in paying up in full up to 11,000,000,000 unlisted redeemable fixed rate preference shares of 1 penny each in the capital of the Company carrying the rights and restrictions

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