IntegraFin : Notice of IntegraFin Holdings plc AGM 2022

IntegraFin Holdings plc (the "Company")

(Incorporated in England and Wales with registered number 08860879)

Notice of Annual General Meeting 2022

Notice of the Annual General Meeting of the Company to be held in person at 16:00 on Thursday, 24 February 2022 at 29 Clement's Lane, London EC4N 7AE.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in the Company, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

CONTENTS
Expected Timetable of Principal Events .………………………………………………………………	3
Directors, Company Secretary and Registrar.……………………………………………………..	4

Part I: Letter from the Chair …………………….…………………………………………………………. 5

Part II: Notice of Annual General Meeting ..………………..…………………………………..... 7

Part III: Notes to Resolutions ……….………………………………………………………………………	11
Part IV: Shareholder Information ……………….………………………………………………………..	17

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
	Date and Time
Publication of this document	21	January 2022
Latest time for receipt of individual Forms of Proxy for Annual	22	February 2022
General Meeting	16:00
Annual General Meeting	24	February 2022
	16:00

Future times and dates are indicative only and are subject to change by the Company. If the expected timetable of events changes from the above, the Company will release an announcement to this effect.

References to time in this document are to London time.

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DIRECTORS, COMPANY SECRETARY AND REGISTRAR

Directors

Richard Cranfield (Chair)

Caroline Banszky (Independent Non-Executive Director)

Victoria Cochrane (Independent Non-Executive Director)

Jonathan Gunby (Executive Director)

Michael Howard (Executive Director)

Charles Robert Lister (Independent Non-Executive Director)

Christopher Munro (Independent Non-Executive Director)

Alexander Scott (Executive Director)

Rita Dhut (Independent Non-Executive Director)

Company Secretary

Helen Wakeford

Registrar

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

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21 January 2022

Dear Shareholder,

Annual General Meeting

I am pleased to provide you with the details of this year's Annual General Meeting ("AGM" or "Annual General Meeting") of the Company, which will be held at 29 Clement's Lane, London, EC4N 7AE on Thursday, 24 February 2022 at 16:00. I encourage you to read the notice of the AGM (the "Notice of Meeting") set out on pages 7 to 19 of this document, which sets out the resolutions to be put to shareholders at the meeting and the procedures for your participation and voting.

Shareholder Engagement

Since our last AGM, which resulted in three of the Company's resolutions being significantly voted against, we engaged with our shareholders to better understand the reasons behind these votes. Investors provided feedback on a variety of areas regarding ESG, diversity, board composition and directors' remuneration. We have listened to our shareholders and have made some changes to our board's composition as noted below. We have also enhanced our disclosure in our Directors' Remuneration Report published in our 2021 Annual Report and Accounts. Further details on the 2021 AGM voting update can be found on page 74 of the 2021 Annual Report and Accounts. We will continue to engage with investors on matters of importance and will report on this in future Annual Reports and Accounts.

Directors

Since our last AGM, the Nomination Committee met five times in the year to review and discuss board composition, diversity and succession planning. In September 2021, Rita Dhut was appointed to the board as an independent non-executivedirector and in December, she was appointed as our designated NED for employee engagement. Rita also has extensive asset management and technology experience and we believe she is a great addition to the board.

Also in September 2021, Neil Holden resigned as non-executive director of the Company, having served 10 years on the ultimate parent company board. The board thanks Neil for his commitment and invaluable contribution over the years.

I am pleased to say that we have reached the targets set by both the Hampton-Alexander and Parker Reviews. The board is strengthened and continues to be effective as a result of its collective skills, experience and diversity.

Rita will stand for election for the first time at this year's AGM. All other directors will stand for re-election. The directors' biographical details can be found in the explanatory notes on pages 11 to 13 of this document.

Directors' Remuneration Policy

Resolution 3 proposes the approval of the Directors' Remuneration Policy, which describes the Company's policy relating to the directors' remuneration. As mentioned above, in 2021, we conducted a shareholder engagement review to gain insight into our investors' views on directors' remuneration. Taking into consideration the feedback received, the proposed Policy now includes minimum shareholding and post-employment shareholding requirements. The board has not proposed any other amendments to the remuneration structure in the Policy. The full Policy can be found on pages 94 to 102 of the Company's 2021 Annual Report and Accounts.

Appointment of New Auditor

Resolution 13 relates to the appointment of Ernst & Young LLP, as the Company's external auditor to hold office until the next annual general meeting of the Company. In line with

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