Statement re Notice of Accession of Guarantor

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

7 January 2021

NOTICE OF ACCESSION OF GUARANTOR

PROVIDENT FINANCIAL PLC

£250,000,000 7.000 per cent. Guaranteed Notes due 2023 (ISIN: XS1827005411) £60,000,000 5.125 per cent. Guaranteed Notes due 2023 (ISIN:  XS1209091856) £65,000,000 6.000 per cent. Guaranteed Notes due 2021 (ISIN: XS0900863084)

(together, the "Notes")

issued under the £2,000,000,000 Guaranteed Euro Medium Term Note Programme (the "Programme")

This notice relates to changes to the guarantors of the Notes, which otherwise remain unaffected.

This notice is in respect of the Notes constituted by (i) the trust deed dated 16 May 2018, the trust deed dated 16 March 2015, in each case, as supplemented, amended and/or restated from time to time (the "Prudential Trust Deeds") and made between, amongst others, the Issuer, the Initial Guarantors and Prudential Trustee Company Limited as trustee and (ii) the trust deed dated 7 March 2013, as supplemented, amended and/or restated from time to time, and made between, amongst others, the Issuer, the Initial Guarantors and Deutsche Trustee Company Limited as trustee (the "Deutsche Trust Deed" and, together with the Prudential Trust Deeds, the "Trust Deeds"). All words and expressions defined in the relevant Trust Deed shall (save as otherwise provided herein or unless the context otherwise requires) have the same meanings herein.

In accordance with the provisions of the relevant Trust Deed, Provident Financial Holdings No. 2 (the "Acceding Guarantor") assumed the obligations as Guarantor in respect of the Notes and is a Guarantor of the Notes with effect from 29 December 2020 (the "Accession"). The Acceding Guarantor is in the process of re-registering from an unlimited company to a private limited company and is intending to apply to Companies House to change its name to "Provident Financial Holdings Limited" following such re-registration.

To record the Accession, the relevant parties have entered into a supplemental trust deed dated 29 December 2020 in respect of the Prudential Trust Deeds and a supplemental trust deed dated 29 December 2020 in respect of the Deutsche Trust Deed (together, the "Supplemental Trust Deeds").

Copies of the Supplemental Trust Deeds are available for inspection during normal business hours at the registered office of the Issuer or by email request to Prudential Trustee Company Limited (at [email protected]) and Deutsche Trustee Company Limited (at [email protected]).

Enquiries:

Owen Jones

Head of Investor Relations

07341 007842

[email protected]