THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately. If you sell or have sold or otherwise transferred all of your ordinary shares in Aldermore Group PLC, please pass this document, together with the accompanying documents, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. ALDERMORE GROUP PLC (incorporated in the United Kingdom and registered in England and Wales under company number 06764335) NOTICE OF 2017 ANNUAL GENERAL MEETING to be held at 11.00am on Tuesday 16 May 2017 at the offices of Linklaters LLP, 1 Silk Street, London EC2Y 8HQ Whether or not you propose to attend the AGM, please complete and submit a Proxy Form. Proxy Forms must be received by Equiniti no later than 11.00am on Sunday 14 May 2017 at Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA or otherwise in accordance with the instructions found on pages 12 and 13 of this document. Completion of a Proxy Form will not prevent members from attending and voting in person should they wish to do so. 1 Aldermore Group PLC Notice of 2017 Annual General Meeting Registered office: Aldermore Group PLC C/O Aldermore Bank PLC 4th Floor Block D Apex Plaza Forbury Road Reading Berkshire RG1 1AX Incorporated in the United Kingdom and registered in England and Wales under company number 06764335 31 March 2017 Dear Shareholder Annual General Meeting to be held on Tuesday 16 May 2017 I am pleased to invite you to Aldermore Group PLC’s (the “Company”) 2017 Annual General Meeting (“AGM”), which will be held at 11.00am on Tuesday 16 May 2017 in the offices of Linklaters LLP, 1 Silk Street, London EC2Y 8HQ. A location map is included on the enclosed Proxy Form. Business of the meeting The formal notice of the AGM (the “Notice”) on pages 3 to 5 sets out the resolutions to be proposed, and explanatory notes to each of the resolutions are included on pages 6 to 8. The AGM gives the Board the opportunity to provide shareholders with an update on the Company’s performance and strategy, and to respond to any questions that shareholders might have. All members of the Board will be in attendance at the AGM, and will be available after the meeting to meet shareholders. If you are unable to attend the AGM, you may submit questions relating to the business of the meeting in advance by writing to the Company Secretary at 50 St Mary Axe, London EC3A 8FR. We will consider all questions received and, if appropriate, address them at the AGM. Board of Directors In accordance with the provisions of the UK Corporate Governance Code 2014 (the “Code”), all Directors will be submitting themselves for re-election by shareholders at the AGM. Chris Patrick has joined the Board as a Non-Executive Director since our last AGM, and he will stand for election by shareholders for the first time. Biographical details for each of the Directors standing for election or re-election are provided at Appendix 1 to the Notice. In the 2016 Annual Report and Accounts we advised that, under the Listing Rules, as the funds associated with AnaCap Financial Partners LLP (“AnaCap”) were classed as a controlling shareholder (defined as anyone holding more than 30% of the votes), the Independent Non-Executive Directors would need to be re-elected by both a majority of the votes cast by all of the Company’s shareholders and a majority of the votes cast by the Company’s independent shareholders (being all of the Company’s shareholders other than the controlling shareholder). Since the 2016 Annual Report and Accounts was signed and before mailing to shareholders, we have been notified by AnaCap that it has sold part of its shareholding and, as a result, its interest in the Company has reduced from 40.14% to 25.15%. Consequently, AnaCap is no longer classed as a controlling shareholder and there is no requirement to seek the separate independent shareholder vote. External Auditor Appointment During 2016, the Audit Committee initiated a project to design and execute a tender process for the external audit contract. This was a comprehensive exercise which concluded with the Board approving the Audit Committee’s recommendation that Deloitte LLP be appointed as the Company’s external auditor for the period commencing 1 January 2017. As required by the Companies Act 2006, the appointment of Deloitte LLP will be put to shareholders for approval at the AGM. Further details of the external audit tender process can be found on page 68 of the 2016 Annual Report and Accounts. Appendix 2 to this Notice contains a statutory statement from KPMG LLP in relation to their ceasing to hold office as the Company’s external auditor following the outcome of the competitive tender process. We would like to extend our thanks to our audit partner and the wider audit team at KPMG LLP for the support they have given to the organisation as it has transitioned into a listed company. 2 Aldermore Group PLC Notice of 2017 Annual General Meeting New Articles of Association Resolution 19 in this Notice seeks shareholder approval for certain amendments to the Company’s articles of association, which will allow for general meetings of the Company to be held electronically in accordance with the Companies (Shareholders’ Rights) Regulations 2009 and the Companies Act 2006. Nothing in the new articles will preclude physical meetings from being held in the future but the changes will provide extended choice for the Board when making arrangements for general meetings. Voting at the AGM Voting at the AGM will be by way of a poll rather than a show of hands, which will allow the votes of all shareholders to be counted. If you would like to vote on the resolutions but are unable to attend the AGM, you can register your vote electronically or by completing and returning your Proxy Form by post. Full details on how to vote are set out on pages 12 and 13. Recommendation The Board considers that all of the proposed resolutions are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of each resolution, as the Directors intend to do in respect of their own beneficial holdings. We look forward to welcoming you at the AGM. Danuta Gray Interim Chairman 3 Aldermore Group PLC Notice of 2017 Annual General Meeting Aldermore Group PLC (the “Company”) (incorporated in the United Kingdom and registered in England and Wales under company number 06764335) NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 2017 Annual General Meeting of shareholders of the Company (the “AGM”) will be held at 11.00am on Tuesday 16 May 2017 at the offices of Linklaters LLP, 1 Silk Street, London EC2Y 8HQ. The business of the AGM will be to consider and, if thought fit, approve the following resolutions, of which numbers 1 to 15 (inclusive) will be proposed as ordinary resolutions and numbers 16 to 19 (inclusive) will be proposed as special resolutions. ORDINARY RESOLUTIONS Report and Accounts 1. TO receive the Directors’ Report, Strategic Report and Accounts for the financial year ended 31 December 2016 together with the report of the auditor of the Company. Remuneration Report 2. TO approve the Statement from the Remuneration Committee Chair and the Annual Report on Remuneration set out on pages 74 to 91 of the Directors’ Remuneration Report for the financial year ended 31 December 2016. Auditor 3. TO appoint Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. 4. TO authorise the Board to determine the remuneration of the auditor of the Company. Directors 5. TO re-elect Phillip Monks as a Director of the Company. 6. TO re-elect James Mack as a Director of the Company. 7. TO re-elect Danuta Gray as a Director of the Company. 8. TO re-elect John Hitchins as a Director of the Company. 9. TO re-elect Robert Sharpe as a Director of the Company. 10. TO re-elect Peter Shaw as a Director of the Company. 11. TO re-elect Chris Stamper as a Director of the Company. 12. TO re-elect Cathy Turner as a Director of the Company. 13. TO elect Chris Patrick as a Director of the Company. Political donations 14. THAT, in accordance with Part 14 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution is effective be and are hereby authorised to: (i) make political donations to political parties and/or independent election candidates; (ii) make political donations to political organisations other than political parties; and (iii) incur political expenditure, provided that the aggregate amount of any such donations and expenditure incurred by the Company and its subsidiaries shall not exceed £50,000 during the period commencing on the passing of this resolution and ending at the conclusion of the Company’s AGM to be held in 2018 or, if earlier, at the close of business on 30 June 2018.