Distrib. Fin. Regulatory News (DFCH)

For immediate release

22 February 2021

Distribution Finance Capital Holdings plc

Result of General Meeting

On 5 February 2021, Distribution Finance Capital Holdings plc (AIM: DFCH) ("DF Capital", the "Company" or together with its subsidiaries the "Group"), the holding company of DF Capital Bank Limited, a newly authorised bank providing personal savings products and working capital solutions to dealers and manufacturers across the UK, announced (the "Placing Announcement") the conditional placing of 72,727,273 new ordinary shares of one penny each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") by Investec to raise approximately £40.0 million (before expenses). The Placing was subject, inter alia, to the approval by Shareholders of the Resolutions set out in the Notice of General Meeting.

Capitalised terms used in the Placing Announcement shall, unless the context provides otherwise, have the same meanings in this announcement.

The Company is pleased to announce that all of the Resolutions were duly passed on a poll at the General Meeting held earlier today. Details of the votes cast on each of the Resolutions are available below and on the Company´s website www.dfcapital-investors.com.

The Placing remains conditional, inter alia, upon Admission. Admission is expected to become effective at 8.00 a.m. on 23 February 2021.

General Meeting Poll Results:

Notes

1. Any proxy appointments which gave discretion to the Chairman have been included in the "votes for" total.

2. A vote "Withheld" is not a valid vote in English law and was not counted in the calculation of the proportion of the votes "For" or "Against" a resolution.

3. The number of Ordinary Shares in issue on 22 February 2021 was 106,641,926. Shareholders are entitled to one vote per share.

Total voting rights

Upon Admission, the Enlarged Share Capital is expected to comprise 179,369,199 Ordinary Shares with one voting right per share. The Company does not hold any shares in treasury. Therefore, this figure of 179,369,199 Ordinary Shares may be used by Shareholders following Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of DF Capital under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Maria Gomez de Olea