Notice of General Meeting

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

22 November 2022

PCF Group plc

(the "Company")

Proposed cancellation of admission of Ordinary Shares to trading on AIM
and
Notice of General Meeting

Further to the announcement of 9 November 2022, the Company announces pursuant to AIM Rule 41, that it now intends to seek shareholder approval for the cancellation of trading of its Ordinary Shares on AIM, a market operated by the London Stock Exchange ("Cancellation") at a general meeting of the Company ("GM").

The Company is today posting a Circular to shareholders relating to the proposed Cancellation and the Notice of the GM to be held at Noon on Monday, 12 December 2022 at 1 Cornhill, London EC3V 3ND with a form of proxy. The notice contains a resolution to approve the Cancellation ("Cancellation Resolution").

Pursuant to Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the date of the proposed Cancellation. The Circular sets out the background to and reasons for the Cancellation, additional information on the implications of the Cancellation for the Company and its shareholders and why the Board believes the Cancellation to be in the best interests of the Company and of the shareholders.

The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less than 75 per cent of the votes cast by shareholders (whether present in person or by proxy) at the GM.

The Board intends to make arrangements, should Cancellation be approved at the GM, to enable shareholders to trade their Ordinary Shares via a matched bargain settlement facility, which it is currently in the process of setting up. Under this facility, it is intended that shareholders or persons wishing to trade will be able to leave an indication with the provider of the service that they are prepared to buy or sell at an agreed price. In the event that the matched bargain settlement facility is able to match that indication with an opposite buy or sell instruction, the provider will contact both parties to effect the bargain.

Further information regarding the implementation of this facility will be notified to shareholders by an announcement through a regulatory information service and added to the Company's website and is expected to be available prior to the date of the GM. Following implementation, the Board intends to monitor the popularity of this arrangement amongst shareholders and will review it at regular intervals to consider whether it remains cost effective. Shareholders should note that there can be no guarantee that this facility will be available on a continuous basis, or at all.  The Company's CREST trading facility will remain in place for so long as it remains economic to do so. Shareholders will continue to be able to hold their Ordinary Shares in CREST in uncertificated form and should check with their existing stockbroker that they are able to trade in unlisted Ordinary Shares following the Cancellation.

Expected timetable of the proposed Cancellation

Cancellation cannot take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution and the timetable is therefore as follows:

A copy of the Circular and the Notice of GM will shortly be available for viewing on the Company's website, Investors | PCF Bank, in the Notifications made in the last 12 months section.

For shareholders who are unable or do not wish to attend the physical location in person of the meeting the Company will be providing electronic means for shareholders to watch and listen to (but not participate in) the GM's proceedings. Shareholders will be able to access this at https://www.investormeetcompany.com/pcf-group-plc/register-investor.

In line with emerging practice, it is proposed that voting on the resolution will be conducted on a poll at the GM. Shareholders viewing the meeting using electronic means will not be able to vote and the Company therefore encourages all shareholders, and particularly those who cannot attend physically, to exercise their votes in advance of the meeting by completing and submitting their form of proxy.

If shareholders would like to submit any questions in advance of the GM they are welcome to submit these via the Investor Meet Company dashboard -  www.investormeetcompany.com/pcf-group-plc/register-investor

For further information, please visit https://pcf.bank/ or contact:

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