International Personal Finance : Amended and Restated Final Terms

Final Terms dated 23 October 2023

as amended and restated on 31 October 20231

International Personal Finance plc

Issue of PLN 72,000,000 Senior Unsecured Floating Rate Notes due 3 November 2026

Guaranteed by IPF Holdings Limited, International Personal Finance Investments Limited, IPF International Limited and IPF Digital Group Limited

under the EUR 1,000,000,000 Euro Medium Term Note Programme

Prohibition of Sales to EEA Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point

1. of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
   Notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Prohibition of Sales to UK Retail Investors

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the " UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, varied, superseded or substituted from time to time (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II product governance / target market

Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID II; (ii) all channels for distribution to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth in the Prospectus dated 24 August 2023 which constitutes a base prospectus for the purposes of the EU Prospectus Regulation (the "Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the EU Prospectus Regulation and must be read in conjunction with the Prospectus. Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus has been published on the website of the Regulatory News Service operated by the Euronext Dublin at: https://www.euronext.com/en/markets/Dublin.

1 All amendments and restatements are indicated with a footnote detailing the relevant changes.

1.	(i)	Issuer:	International Personal Finance plc
	(ii)	Guarantor:	IPF Holdings Limited, International Personal
			Finance Investments Limited, IPF International
			Limited and IPF Digital Group Limited
2.	(i)	Series Number:	20
	(ii)	Tranche Number:	1

1. Date on which the Notes becomeNot Applicable fungible:

3. Specified Currency or Currencies:

Polish Zloty ("PLN")

4. Aggregate Nominal Amount of Notes:

1. 1. Series:
   2. Tranche:
2. Issue Price:
3. (i) Specified Denominations:
4. 1. Calculation Amount:
5. (i) Issue Date:
6. 1. Interest Commencement Date:
7. Maturity Date:
8. Interest Basis:
9. Redemption/Payment Basis:
10. Change of Interest Basis:
11. Put/Call Options:
12. Date Board approvals for issuance of Notes and Guarantee obtained:

PLN 72,000,000

As set out in paragraph 4(i) above.

100 per cent. of the Aggregate Nominal Amount

PLN 1,000

PLN 1,000

3 November 2023

Issue Date

3 November 2026

6-months WIBOR + 8.50 per cent. Floating Rate

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent of their nominal amount.

Not Applicable Change of Control Put Issuer Call

(further particulars specified below)

International Personal Finance PLC: 10 October 2023

Guarantors: 12 October 2023

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.	Fixed Rate Note Provisions	Not Applicable
15.	Floating Rate Note Provisions	Applicable
	(i)	Interest Period(s):	The initial Interest Period will be the period from
			and including the Issue Date to but excluding the
			first Interest Payment Date. Each subsequent

Interest Period will be the period between two successive Interest Payment Dates, from and including one Interest Payment Date to but excluding the immediately following Interest Payment Date.

1. Specified Interest Payment Dates:
2. First Interest Payment Date:
3. Interest Period Date:
4. Business Day Convention:
5. Business Centre(s):
6. Manner in which the Rate(s) of Interest is/are to be determined:
7. Party responsible for calculating the Rate(s) of Interest and/or Interest Amount(s) (if not the Agent):

3 May 2024, 3 November 2024, 3 May 2025, 3 November 2025, 3 May 2026 and 3 November 2026, in each case subject to adjustment in accordance with the Business Day Convention

3 May 2024

Not Applicable

Modified Following Business Day Convention

London and Warsaw

Screen Rate Determination

Not Applicable

(ix)	Screen Rate Determination:	Applicable (Term Rate)
	- Reference Rate	WIBOR (subject to a zero floor)
	- Interest Accrual Period	6 months
	- Relevant Financial Centre:	Warsaw
	- Relevant time:	11:00 a.m. in the Relevant Financial Centre
	- Interest Determination Date(s):	Three Warsaw Business Days prior to the beginning
		of each Interest Accrual Period2
	- Relevant Screen Page:	Bloomberg page 'WIBR6M' (or any successor thereto)
(ix)	Margin(s):	+8.50 per cent per annum
(x)	Minimum Rate of Interest:	The Margin
(xi)	Maximum Rate of Interest:	Not Applicable
(xii)	Day Count Fraction:	Actual/365(Fixed)
16. Zero Coupon Note Provisions	Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Call Option	Applicable
(i)	Optional Redemption Date(s):	a) Any date falling within the period from and
		including 12 months after the Issue Date up
		to (but excluding) the date falling 24 months
		after the Issue Date (the "First Call Period");

b) Any date falling within the period from and including 24 months after the Issue Date up to (but excluding) the Maturity Date (the "Second Call Period").

2 The reference to "Interest Determination Date(s)" in the Final Terms dated 23 October 2023 (the "Original Final Terms") previously read "Three Warsaw Banking Days prior to the end of each Interest Accrual Period" and has been replaced with the above.

(ii)	Optional Redemption Amount(s):	a)	PLN 1,042.50	per Calculation Amount if the
			Call Option is exercised during the First Call
			Period;
		b)	PLN 1,021.25	per Calculation Amount if the
			Call Option is exercised during the Second Call
			Period.

1. 1. If redeemable in part:
   2. Notice period:
2. Make-WholeRedemption
3. Clean-upCall Option
4. Put Option
5. 1. Investor Put:
   2. Change of Control Put: Optional Redemption Amount(s):
      Negative Rating Event Specified Rating (Condition 6(f)):
6. Final Redemption Amount of each Note:
7. Early Redemption Amount

Not Applicable

Not less than five days nor more than ten days prior to the applicable Optional Redemption Date

Not Applicable

Not Applicable

Not Applicable

Applicable

101 per cent. of the Calculation Amount

BB-

1,000 per Calculation Amount

Early Redemption Amount(s) per Calculation 1,000 per Calculation Amount Amount payable on redemption for taxation

reasons or on event of default or other early redemption:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23. Form of Notes:

Bearer Notes:

1. Name and address of Registrar:
2. New Global Note (Bearer Notes):
3. Global Certificates (Registered Notes):
4. New Safekeeping Structure (Registered Notes):

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

Not Applicable

No

No

No

1. Financial Centre(s):
2. Talons for future Coupons or attached
   to Definitive Notes (and dates on which such Talons mature):
3. Prohibition of Sales to EEA Retail Investors:
4. Prohibition of Sales to UK Retail Investors:

London and Warsaw

No

Applicable

Applicable

32. Floating Rate Notes only - Benchmark:

Amounts payable under the Notes will be calculated by reference to WIBOR which is provided by WSE Benchmark S.A. As at the Issue Date, WSE Benchmark S.A. appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority pursuant to Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks Regulation") and as at the Issue Date, WSE Benchmark S.A. does not appear on the register of benchmarks and administrators established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of UK domestic law by virtue of the EUWA (the "UK Benchmarks Regulation")

General corporate purposes

The net proceeds from the issue of the Notes will be applied by the Group for its general corporate purposes. However, under no circumstances will the proceeds be used by the Group for any purposes that would be contrary to the provisions of the Polish Consumer Credit Act dated 12 May 2011.

PLN 71,208,000

PART B - OTHER INFORMATION
1.	LISTING
	(i)	UK Admission:	Not Applicable
	(ii)	EEA Admission:	Application has been made (or will be made) by the
			Issuer (or on its behalf) for the Notes to be admitted
			to trading on the regulated market of Euronext Dublin
			with effect from 3 November 20233.
			These Final Terms will be submitted to the Central
			Bank of Ireland and Euronext Dublin and published
			by the Issuer in accordance with the EU Prospectus
			Regulation and in compliance with the other
			requirements of the local law of any relevant EEA
			Member State, if applicable.
2.	RATINGS
	Ratings:		The Notes to be issued will not be separately rated.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer:

(ii) Use of proceeds:

(iii) Estimated net proceeds:

1. Estimated total expenses relatedEUR 1,750 to the admission of trading:

5. OPERATIONAL INFORMATION ISIN Code:

Common Code: CFI:

FISN:

Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking S.A. and the relevant identification number(s):

Names and addresses of additional Paying Agent(s) (if any):

Names and addresses of Calculation Agent(s) (if not HSBC Bank plc):

XS2707609538

270760953

DTVXFB

INTL PERSO.FI./VAR MTN 20261103

The bonds will be registered with the Polish NDS (in Polish: Krajowy Depozyt Papierów Wartościowych, KDPW) as a secondary depository.

Not Applicable

Not Applicable

3 The Original Final Terms have been amended to include the wording "with effect from 3 November 2023".

Intended to be held in a manner which would allow Eurosystem eligibility:

6. DISTRIBUTION

US Selling Restrictions:

Prohibition of Sales to Belgian Consumers:

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

Reg. S Compliance Category 2; TEFRA D

Applicable