Amigo Holdings PLC

Annual report and accounts 2023

Amigo Holdings PLC Annual report and accounts 2023

The current Board came into Amigo because we believe passionately

that there is a need in the market for a regulated mid-cost lender that

meets the demand of ﬁnancially excluded people who deserve access

to regulated credit. We have fought hard as we sought to deliver the

best outcome for creditors, colleagues and shareholders.

It is with great sadness that the Board took the decision in March 2023

to commence the solvent wind down of the business. This will regrettably

result in no value for our shareholders. The Board is deeply sorry for

this outcome.

The economic and market environment moved against us considerably

after May 2022 when our Scheme of Arrangement, formulated between

late 2021 and early 2022, was sanctioned. This severely impacted our

ability to raise capital.

Our priority now is to undertake an orderly wind down of both the

Amigo Loans Ltd business and the wider Group, in which we maximise

returns for Scheme creditors and look after our people as we move

through the process. I would like to thank my colleagues for the

considerable commitment they have shown over a long and dicult

period and all our shareholders and wider stakeholders who have

supported us.

Danny Malone

Chief Executive Officer

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

1 About Amigo

2 Headlines

3 Business model

4 Chair’s statement

6 Chief Executive Ocer’s review

9 Strategy

10 Stakeholder engagement and section 172

16 Sustainability

24 Financial review

26 KPIs

28 Risk management

29 Our risks

32 Emerging risks

34 Going concern and viability statement

Corporate governance

35 Chair’s introduction

36 Board of Directors and Company Secretary

38 Executive Committee (“ExCo”) members

39 Corporate governance statement

40 Governance report

46 Audit Committee report

50 Nomination Committee report

52 Risk Committee report

54 Directors’ remuneration report

73 Directors’ report

79 Directors’ responsibilities statement

Financial statements

81 Independent auditor’s report to the

members of Amigo Holdings PLC

88 Consolidated statement of

comprehensiveincome

89 Consolidated statement of ﬁnancial position

90 Consolidated statement of changes in equity

91 Consolidated statement of cash ﬂows

92 Notes to the consolidated ﬁnancial statements

118 Company statement of ﬁnancial position

119 Company statement of changes in equity

120 Company statement of cash ﬂows

121 Notes to the ﬁnancial statements – Company

123 Appendix: alternative performance

measures (unaudited)

123 Glossary

126 Information for shareholders

About Amigo

Amigo provided mid-cost credit in the

UKto those who would otherwise ﬁnd

itdicult to access ﬁnancial services.

On23 March 2023 Amigo stopped

oering new loans and started an orderly

solvent wind down of the business. Amigo

provided guarantor loans in the UK from

2005 to 2020 and unsecured loans

under the RewardRate brand from

October 2022 to March 2023, oering

access to mid-cost credit to those who

are unable to borrow from traditional

lenders due to their credit histories.

Amigo’s back book of loans is in the

process of being run o or sold with all

net proceeds due to creditors under a

Courtapproved Scheme of Arrangement.

Amigo Loans Ltd and Amigo Management

Services Ltd are authorised and regulated

in the UK by the Financial Conduct Authority.

Operational headlines

•

On 23 March 2023 Amigo’s Scheme of Arrangement

(“Scheme”), sanctioned by the High Court in May 2022,

switched to the Fallback Solution, which is an orderly

wind down of the Amigo Loans Ltd business. All new

lending ceased with immediate effect. As a result, the

Board has determined that the financial statements will

no longer be prepared on a going concern basis (see

note 1 of the financial statements).

•

This followed the Board concluding that it would not be

able to raise sufficient commitments for funds to meet

both the Scheme requirement of an additional £15m

redress payment and to provide working capital to

enable the business to continue as agoing concern

by26 May 2023.

•

The existing loan books, including both the legacy loans

and new RewardRate loans, will continue to be collected

or will be sold. This is expected to be substantively

completed by early 2024.

•

The FCA Enforcement action concluded on 14 February 2023

with a fine of £72.9m reduced to £nil by the FCA in order

to not threaten Amigo’s ability to meet its commitments

to redress creditors identified under the Scheme.

•

The priorities now are to ensure the orderly wind down

of the business as outlined under the Fallback Solution,

and the realisation of assets to maximise return for

scheme creditors, whilst looking after the wellbeing

of our employees. A number of roles will be required

as wecontinue to service our existing customers and

manage the wind down. Consultation for the redundancy

of all roles is ongoing.

•

The wind down will leave no value for shareholders.

While we have continued to engage with potential

providers of finance to allow the business to restart,

theBoard considers the likelihood of success tobe low.

•

Post period end, in line with the wind down strategy,

Chief Executive (“CEO”) Danny Malone resigned from

hisrole as CEO and Director, subject to a six month

notice period, ending 15 November 2023.

Financial headlines

•

Net loan book reduction of 67.1% to £45.4m

(FY22:£138.0m) and revenue reduction of 78.4%

to£19.3m (FY22: £89.5m), due to the ongoing

run-off of the legacy loan book and very limited new

lending during the period. All new lending has now

stopped in line with the wind down strategy and

FallbackScheme requirements.

•

Complaints provision year-on-year increase of 8.9% to

£195.9m at 31 March 2023 (FY22: £179.8m). Thisreflects

the higher final number of claims received and higher

expected uphold rate which has been revised in line with

observed third-party decisioning. Theincrease in the

provision substantially accounts for the income statement

charge of £19.1m.

•

Year-on-year costs increase of £11.6m owing primarily

toRewardRate development and restructuring costs.

•

The reduction in revenue as the book runs off, alongside

the increase in complaints provision, led to a reported

lossbefore tax of £34.7m, (FY22: profit of £167.9m).

Loss after tax was £34.8m (FY22: profit of £169.6m).

Thesignificant profit in the prior year related to the

release of a substantial proportion of the complaints

provision, following the sanctioning of the Scheme.

•

Overall, collections have remained robust despite the

increased cost of living and the continued, but expected,

rise in delinquency as the book runs-off. This has been

driven by continued strong post-charge-off recoveries.

•

The remaining £50m of senior secured notes was repaid

in full, at par, in March 2023.

•

Net unrestricted cash of £62.4m at 31 March 2023

(FY22:net unrestricted cash of £83.9m) driven by the

continued collection of the back book and limited

originations in theperiod. The reduction from the

prior year reflects the payment of the £97m Scheme

contribution, £51m of which has been repaid to Amigo

post year-end as part of the Fallback Solution. Allnet

cash is committed to the Scheme, othercreditors

and expenses, with no residual value attributable

toshareholders.

Headlines

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Business model

Amigo’s business model, driven by our purpose of

providing those with few options to borrow the opportunity to

achieve financial mobility, offered accessible and affordable

loans to customers who have limited access to mainstream

finance. Through our customer-first approach, digital platform

and online or telephone customer journey, and in the context

of a robust conduct and risk framework, we sought to create

value for our stakeholders with strong cash generation and

efficient operations. We also aimed to support our customers

in improving their financial mobility through products that

rewarded regular, on-time payments, designed in collaboration

with a respected debt charity and with the FCA’s

Consumer Duty regulation in mind.

In October 2022, Amigo returned to lending with a new

brand and innovative lending proposition, significantly

improved processes, and a culture of responsible operation

todrive positive outcomes for all stakeholders. Unfortunately,

due to the inability to raise sufficient funds to meet the

conditions of Amigo’s Scheme of Arrangement, the Company

was placed into an orderly wind down on 23March 2023,

and new lending was stopped. The orderly wind down is

expected to be substantively complete within approximately

twelve months from its initiation. During this time, Amigo

will remain guided by its values and committed to strong

governance and regulatory compliance. We continue to

focus on delivering the best outcomes possible for our

customers, supporting our people and managing costs

tomaximise redress for our Scheme creditors.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Our values

1 3

We put customers first

We are passionate about delivering

positive outcomesthatmeet our

customers’ needs.

We act with integrity

We are open and honest.

We aim to do what is right

andfair. Always.

We own the outcome

We find solutions and

deliverexcellence.

We question and challenge

thestatus quo.

We are human

We are welcoming and

embracediversity.

We respect and listen

toeach other.

Amigo Holdings PLC

Annual report and accounts 2023

Chair’s statement

Strategic report

It is with great sadness that I introduce

this year’s annual financial results

for the year ended 31 March 2023.

Thepast twelve months have

beenan extraordinarily challenging

period.

Wemade significant progress

during

the first nine months, firstly

achieving sanction for our Scheme

of Arrangement (“Scheme”) and

then securing permission from our

regulator, the Financial Conduct

Authority (“FCA”), to return to lending

with

the pilot launch of our new RewardRate

products. Unfortunately, market

conditions moved against us and,

despite securing offers for the required

debt funding, we were unable to raise

sufficient interest to underwrite the

required equity funding to pay a

further £15m contribution to Scheme

creditors and continue as a going

concern. As a result, on 23March

2023, the Board announced that it had

taken the difficult decision to switch the

Scheme from its Preferred Solution to

the Fallback Solution, which requires

Amigo to wind down itsAmigo Loans

Ltd business. As this is the only

revenue-generating business within

the Group, it is envisaged that the

whole Group will be liquidated. The

Board is deeply sorry for the impact

this will have on Scheme creditors

(who will receive less compensation),

our shareholders and employees.

While an agreement has been signed

with a shareholder who approached

management regarding seeking

investment in the Company or its

subsidiaries, the Board considers

that establishing a new business

and potentially creating value for

shareholders in the longer term

has significant execution risks and

would require regulatory approval.

We are pursuing all avenues in line

with our Directors’ duties, under

the Companies Act, to consider the

interests of all stakeholders, including

creditors, shareholders and employees.

However, as a result of Amigo’s Scheme

of Arrangement switch to the Fallback

Solution (the orderly wind down of the

Amigo Loans Ltd business), the Board

has determined that the financial

statements will no longer be prepared

on a going concern basis (note 1 of

the financial statements). Under the

Fallback Solution there is no expected

residual value for shareholders.

The Board currently intends to ask

shareholders to vote at the AGM in

September on proposals to delist the

PLC shares unless discussions with

potential investors progress towards

asuccessful conclusion.

Culture and conduct

In February, the FCA Enforcement

proceedings into the Group’s historic

lending practices and complaints

handling were concluded. Although

Amigo was not required to pay a

financial penalty, were it not for Amigo’s

financial position, we would have

been subject to a penalty of £72.9m.

In reaching agreement on the level of

the final penalty, the FCA recognised

that any penalty would cause Amigo

serious financial hardship and would

threaten the Company’s ability to meet

its

commitments to its Scheme creditors.

We are cognisant of the time afforded

to Amigo by the FCA throughout

the Scheme process and grateful

for its recognition of the significant

programme of change Amigo has

undertaken to deliver improvements

to the way in which our business

operates, including providing fair

outcomes to customers. Amigo has

made great strides in setting a culture

where the needs of our customers

are paramount, where we operate

inan open and constructive manner,

and monitor and measure conduct

and outcomes. As we move through

the wind down process, we remain

committed to delivering the highest

standards of corporate oversight with

diligence and integrity.

Jonathan Roe

Chair

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Our people

Our people are our greatest asset and

the resilience and adaptability they

have shown has been remarkable. On

behalf of the Board, I would like to thank

all our teams, both current and those

that have left the business already, for

their unerring commitment and energy

over an immensely difficult period.

Akey priority for us is the wellbeing of

our teams. We are committed to looking

after those that remain with us as we

progress through the wind down and

complete the Scheme, and to preparing

our colleagues for their onward journey

as they leave the business.

Board

On 23 September 2022, Gary Jennison

stepped down from his role as Chief

Executive Officer (“CEO”) and as

aDirector of the Board. In order to

provide an appropriate transition,

Garyremained employed by Amigo

until 31 December 2022. Gary was

replaced as CEO by Danny Malone,

then Chief Financial Officer (“CFO”), who

in turn was replaced by Kerry Penfold

as CFO. Kerry moved from the internal

position of Head of Finance and has

previously held senior positions at

other financial institutions.

On 27 March 2023, Senior Independent

Director, MariaDarby-Walker and

Non-Executive Director Jerry Loy,

both resigned from the Board with

immediate effect, following the wind

down announcement. In line withthe

wind down strategy, on 15May 2023

Danny Malone resigned from his role as

CEO and Director, subject to serving out

his six month notice period to support

the orderly wind down of the business.

I would like to thank each for their

considerable contributions, support,

insight and counsel.

Looking ahead

The orderly wind down of the

Amigo business is expected to be

substantively completed by the end

of the coming financial year. During

the wind down process, we will

remain guided by our values with

a strong focus on governance and

oversight as we seek to support all

our stakeholders through the process.

It is with deep regret that there will

be no residual value from the wind

down for our shareholders. We will

seek to maximise returns for Scheme

creditors, support our customers for

the remainder of their relationship

withus and safeguard the wellbeing

ofour employees.

The economic environment

andresultant tightening of credit

availability, coupled with the ongoing

cost-of-living crisis, means there is

an increasing need for companies

like Amigo to provide mid-cost

financial products to the financially

underserved. With more and more

companies in the sector failing, action

needs to be taken to fill this gap and

provide the opportunity of financial

mobility to all.

Jonathan Roe

Chair

27 July 2023

Danny Malone

Chief Executive Officer

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Chief Executive Ocer’s review

Performance

Amigo’s legacy book continued

to unwind over the year, resulting

in a reduction in revenue and

number of customers of 78.4% and

60.3% respectively, compared to

the prior year. The net loan book,

at 31March2023, was £45.4m.

Collections have remained resilient,

driven in part by recoveries achieved

on charged off accounts. Increases

to the expected final number of

claims and uphold rate within the

Scheme resulted in an increase in the

complaints provision. The associated

uplift in complaints expense in the

income statement, coupled with

the reduction in revenue, led to a

reported loss after tax for the period

of £34.8m, (FY22:profit of £169.6m).

The significant profit in the prior year

reflected the release of a substantial

proportion of the complaints provision

following the sanctioning of the

Scheme in May 2022. As a result of

the wind down decision, the Board

considers that Amigo is no longer a

going concern (note 1 of the financial

statements). However, we are

effecting a solvent wind down of the

Amigo business and at 31 March2023

the business had unrestricted cash

of £62.4m. Current unrestricted cash

is over £121m. Substantially all net

assets are committed to the Scheme

with, regrettably, no value attributable

toshareholders.

Scheme of Arrangement

Amigo’s Scheme contained both

aPreferred Solution and a Fallback

Solution. The Preferred Solution

included an initial payment of

£97m toScheme creditors and was

conditional on Amigo returning

to lending by 26 February 2023

and the completion of a minimum

19:1 capital raise by 26 May 2023,

followed by the contribution of

a minimum £15m payment to the

Scheme fund for creditor redress.

Ifthese conditions were not met, or

there was no expectation that they

could be met, the Fallback Solution

would be triggered. The Fallback

Solution requires an orderly wind

down of thebusiness. Both scenarios

includeamechanism to return all

residual cash from the business to

Scheme creditors.

On 13 October 2022, Amigo received

permission from the FCA to return

to lending with its new RewardRate

products under a pilot test phase.

This fulfilled the first Preferred Solution

condition. Once Amigo returned to

lending, we were able to commence

marketing to fulfil the second Preferred

Solution condition. The Board fought

hard to complete a successful capital

raise with the strong belief that doing

so, and continuing with the Preferred

Scheme, would be in the best interests

of not only its shareholders, but also

Scheme creditors, employees and

wider stakeholders, including those

in society that do not have access

to mainstream credit options. With

the help of our financial advisors,

over 200 private and institutional

investors were approached to

support a capital raise of £45m,

which comprised the Scheme

contribution of £15m and £30m of

working capital, without which we

would be unable to continue as a

going concern. This was undertaken

against an increasingly challenging

economic backdrop in the UK which,

in turn, negatively impacted capital

markets and the outlook for consumer

credit. Despite receiving indicative

proposals sufficient to finance our

debt requirements, we were only

able to secure indications of interest

for £11m in ordinary share capital and

£10m in exchangeable notes. On

10 March 2023, having lost the last

material potential investor from the

process, the Board announced that

it believed it could not raise the total

£45m equity requirement by 26 May

2023. The main concerns investors

cited included: current affordability

challenges for UK households,

particularly in our sector of the

market; the history of regulatory

intervention in the non-standard

credit market and the proposed

implementation of a consumer duty

of care; the ability to write the loan

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

volumes in the business plan given

the market backdrop; and the impact

of having to make a significant upfront

payment to Scheme creditors as part

of the capital raise.

We have been asked many times why

we did not seek investment from our

existing shareholder base. We looked

into ways in which we might be able

toascertain the amount our almost

entirely retail shareholder base would

be able and willing to provide. The first

challenge was to identify the c.8,000

shareholders who hold their share

interests predominantly through

third-party brokers. Even with this

information, we would have been

unable to approach our investors to

solicit investment without producing

aprospectus. Without underwriters

forthe raise, we were unable to produce

a prospectus with an unqualified

working capital statement. We

considered capturing indications of

interest through a survey of our retail

investors but had no way to verify

responses. A Board decision to pursue

the capital raise, with its associated

high costs, with no certainty of success

and based on unverifiable survey

responses could have contravened

the Directors’ duties to creditors. The

indication that we were given by market

experts was that existing shareholders

might contribute approximately £5m to

the raise. This was the best estimate

that we could attain andwas not

sufficient to continue the process.

Itexcludes one shareholder who

hadmade a significant offer,

alreadyfactored into the £11m

ofindicated interest.

To enable a continuation of the

Preferred Solution, the Board then

explored the potential of pursuing

anew scheme, to eliminate the

£15m Scheme commitment. A new

scheme would be the only way

possible of making amendments to

the existing Scheme. Cognisant of

our duties to shareholders and our

wider stakeholders, including Scheme

creditors, the Board was resolute

that we must explore all options to

find a go-forward solution that would

retain some value for shareholders

and where Scheme creditors would

benefit to a greater degree than

within the Fallback Solution.

In exploring the possibility of

successfully completing a new

scheme, the Board took legal advice

from several firms of solicitors and

King’s Counsel in its consideration

of a number of factors including the

ability to implement a new scheme

which secures creditor approval, is not

objected to by the FCA and receives

High Court sanction, all within the

required time. It also considered the

additional costs of implementing a

new scheme and the confidence that

the capital, albeit a lower quantum,

could still be raised against the

challenging ongoing market backdrop

and sentiment around the sector in

which Amigo operates. As part of

that, it also took into account that

the indications of interest for £11m

of equity and £10m of exchangeable

notes received were indications only

and not firm commitments. In light of

the advice that it received, and the

significant potential costs, the Board

reluctantly concluded that pursuing

a new Scheme and subsequent

capital raise had such a low chance

of success it could not be considered

to be in the best interests of Scheme

creditors. We also considered that

while conversion rates under the

RewardRate pilot lending scheme had

improved as we progressed through

the pilot, the business model was not

yet proven and, although there was

strong potential demand, affordability

challenges for UK households meant

most customer applications were

rejected. As a result, on 23 March 2023,

the Board announced that it had taken

the very difficult decision to switch

the Scheme from the Preferred to the

Fallback Solution.

The Fallback Solution requires

thatthe trading subsidiary, Amigo

Loans Ltd (“ALL”) stopped lending with

immediate effect and was placed into

an orderly wind down, with the Court

order requirement that all surplus assets

after the wind down are transferred to

the Scheme creditors. In due course,

ALL will be liquidated. As ALL is the

only revenue-generating business

within the Group, it is envisaged that

the whole Group will be liquidated,

with significant inter-group debts due

to ALL being unpaid. Amigo’s two

authorised businesses, ALL and

Amigo Management Services Ltd

(“AMSL”), will ultimately require their

authorised status to be removed by

the FCA. The authorised status must

be retained for the duration of any

regulated activities including collections

from the existing loan book.

The wind down of the business,

during which the existing loan book

will continue to be collected, will last

for approximately twelve months

and, as such, will require a number

of existing roles. All employees were

placed at risk of redundancy and

consultation began on 24March2023.

This is a solvent wind down and any

services provided by our suppliers

will be paid for in accordance with

contractual terms.

The Scheme claims process is

unaffected. However, as noted

previously, there will be an impact

to the total compensation Scheme

creditors will receive in terms of

pence in the pound as they will not

receive a share of the minimum

£15m Scheme contribution that was

to be raised from investors, and the

turnover provision from the New

Business Scheme will be replaced

by the residual surplus under the

Fallback Solution, which will result in

a smaller pool of distributable funds.

Regrettably, there will be no value

attributable to the ordinary shares of

the Company in the Fallback Solution.

On 9 June 2023, we announced that

the Company had been approached by

shareholder Michael Fleming seeking

an exclusivity agreement in relation

to the business (the “Agreement”)

which Amigo agreed to. This is to

allow Mr Fleming to explore finding

and completing investment in the

Company or its subsidiaries. The

period of exclusivity expires on

6September 2023. TheAgreement

will not stop the Company or its

subsidiaries progressing with the

disposal of assets under its wind down

plan or acting on any transaction

governed by the Takeover Code.

Shareholders should note that there

remain significant impediments to any

new capital beingmade available to

the business. In addition, establishing

anew business and potentially creating

value for shareholders in the longer

term, has significant execution risks

and will require regulatory approval.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Chief Executive Ocer’s review continued

Scheme of Arrangement

continued

The Board believes there to be a low

likelihood of a successful conclusion

to any discussions arising from

this Agreement but is pursuing the

Agreement in line with its duties

under the Companies Act to consider

the interests of all stakeholders,

including creditors, shareholders

andemployees.

Wind down strategy

As Amigo is now progressing

with theorderly wind down of the

business, our strategic objectives

have changed. However, our previously

reported strategic pillars remain relevant

within the wind down strategy, as we

seek to maximise returns to Scheme

creditors with a strong focus on costs,

whilst maintaining good governance

and operating responsibly tomeet

our customers’ needs for the

remainder of their relationship with

us. The wellbeing of our people will

also remain a focus throughout the

wind down, as we retain key roles

and provide support for our people

throughout the process.

As at the end of March 2023, we

had c.29k legacy borrowers with

open loan positions, the average

loan balance being c.£2.2k, and

c.500 RewardRate borrowers with

an average loan balance of c.£5.2k.

By optimising collections activity

and other value realisation options,

including the sale of all residual loans,

we will seek to maximise the amount

payable to Scheme creditors. Claims

assessment, adjudication and the

payment of redress is unaffected

bythe wind down.

In order to maximise returns

toScheme creditors, specific

cashconservation measures have

been, and will continue to be, taken.

Non-critical supplier contracts have

been terminated and a head office move

to smaller premises was completed

inMay 2023. The redemption in full

ofAmigo’s senior secured notes in

March2023 was executed to save

interest payments and the management

buy-out of Amigo’s Irish business was

completed in February 2023. While

proceeds of the buy-out were nominal

(£1), Ireland was not actively lending,

and the sale resulted in an ultimate

saving to Amigo by eliminating

premises and operational costs.

Effective governance and open

dialogue with our Regulator will be

maintained throughout the wind down

process as we focus on delivering

the best outcome possible for all

ourstakeholders.

Our people

Our people have always been

what make Amigo special. Many

of our teams have been with us for

a significant part of, if not all, their

careers. It is our priority to support

ourcolleagues, both while they remain

with us and in their preparation and

search for their next role outside

Amigo. I am incredibly proud of, and

grateful for, the resilience they have

shown and their determination to

continue to perform at their best in

support of our customers and each

other. On behalf of the Board, I should

like to thank all our people for their

continued efforts.

Summary and outlook

The current Board came into Amigo

because we believe passionately

thatthere is a need in the market

foraregulated mid-cost lender that

meets the demand of financially

excluded people who deserve access

to regulated credit. We have fought

hard to deliver the best outcome for

creditors, colleagues and shareholders

and have left no stone unturned. I am

deeply sorry that we have been unable

to successfully complete the capital

raise and continue as a going concern,

and for the outcome for shareholders

who have supported us.

Our priority now is to complete an

orderly wind down of both the Amigo

Loans Ltd business and the wider

Group in which we maximise returns

for Scheme creditors and support

our customers and our people as

wemove through the process.

Danny Malone

Chief Executive Officer

27 July 2023

Strategic report

As at the end of March 2023, ALL

had c.29k borrowers with open loan

positions, the average loan balance

being c.£2.2k, and c.500 RewardRate

borrowers with an average loan balance

of c.£5.2k. A focus throughout

the wind down process will be to

identify and mitigate any adverse

impacts on our customers. Continued

communication with borrowers will

ensure collection processes remain

transparent and fair to borrowers and

encourage positive outcomes in the

management of theiraccounts.

Our people have always been what

makes Amigo special. The strong

engagement scores that we achieved

up to our last survey in January 2023,

are remarkable given the incredibly

difficult period our colleagues have

worked through. The wind down

is expected to take approximately

twelve months from its start in March

2023. It will be important to retain a

number of key roles and capabilities

over this period to support our

customers through the remainder

of their loan term, to complete the

Scheme and to manage the wind

down itself. However, in order to

maximise returns to creditors, the

Group will need to progressively

reduce its costs and we will sadly

need to make redundancies. This

process has already started and will

continue over the coming financial

year. Many of our teams have been

with us for a significant part of, if not

all, their careers. It is our priority to

support our colleagues, both while

they remain with us and in their

preparation and search for their

nextrole outside of Amigo.

Read more about our people

onpages 11 and 16

Amigo has always maintained a strong

focus on cost management. Inorder

to maximise returns to Scheme

creditors, specific cash conservation

measures have been, and will be,

taken. Non-critical supplier contracts

have been terminated and a head

office move to smaller premises

was completed in May 2023. The

redemption in full of Amigo’s senior

secured notes in March 2023 was

executed to save interest payments

and the management buy-out of

Amigo’s Irish business was completed

in February 2023. While proceeds of

the buy-out were nominal (£1), Ireland

was not actively lending, and the

sale resulted in an ultimate saving to

Amigo by eliminating premises and

operational costs.

Throughout 2022, historic control

gaps were addressed, new policies,

procedures and training were

introduced and new risk management

tools and systems implemented.

We revised our approach to risk

management, recruited specialist and

experienced employees and worked

with other external experts across the

lending sector. Operational resilience

measures were embedded throughout

the organisation and robust lending

rules were introduced to ensure all

customers could afford the loan they

were requesting.

Effective governance and open

dialogue with our Regulator will be

maintained throughout the wind down

process as we focus on delivering

the best outcome possible for all our

stakeholders. We will ensure Amigo

remains compliant with its obligations

as a listed company and regulated

lender and with all obligations under

the Senior Managers and Certification

Regime for as long as Amigo retains

authorisation. The request to remove

authorised status is expected to be

submitted after all collection activity

has ceased. The Board also expects

to issue proposals to delist the shares

of Amigo Holdings PLC from the

London Stock Exchange.

The specialist support team that helps

vulnerable customers will remain in

place to ensure continuity of service

to these customers.

By optimising collections activity

andother value realisation options,

whilst continuing to deliver good

customer outcomes, we will seek

to maximise the amount payable

toScheme creditors. At the same

time, we will look to make those

payments in a timely manner. Claims

assessment, adjudication and the

payment of redress is unaffected

bythe wind down.

Read more about our customers

onpages 10 and 16

Amigo Holdings PLC

Annual report and accounts 2023

Strategy

Meet our customers’ needs

Invest in our people

Enhance efficiencies

Operate responsibly

Strategic report

In March 2023, Amigo announced

that it was unable to secure adequate

capital investment to meet the

conditions of its Court sanctioned

Scheme of Arrangement and to

continue with its strategy to rebuild

a responsible, mid-cost lending

business. No viable alternative was

identified to enable the progression of

the Scheme’s Preferred Solution. As a

result, the business switched from the

Preferred Solution to the Scheme’s

Fallback Solution on 23March 2023.

Following the triggering of the

Fallback Solution, Amigo is required

bylaw to wind down the business

andoperations of Amigo Loans Ltd

(“ALL”). As a result, all new lending was

stopped at the end of March2023. All

surplus assets after the wind down will

be transferred to Scheme creditors.

The Scheme wind down requirement

applies only to ALL but with no other

revenue-generating activities in the

Group it is ultimately envisaged that

all Group companies will be liquidated.

The wind down is expected to be

substantively complete approximately

twelve months from its initiation in

March 2023.

The strategic priorities of the business

have therefore changed since our

last Annual Report was published

and the focus is now on maximising

collections to support creditor redress,

delivery of compensation to Scheme

claimants with upheld claims and an

orderly wind down of the business.

Our previously reported strategic

pillars remain relevant within the wind

down strategy.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Our section 172 statement

Section 172 of the Companies Act 2006 normally requires

adirector of a company to act in the way they consider, ingood

faith, would be most likely to promote the success of the company

for the benefit of its members as a whole. The situation for the

Board was made more challenging following the approval of

aScheme of Arrangement in May 2022. From this point the

Board was tasked with the need to attract suitable new finance

toallowAmigo to meet the requirements of the conditions laid

out by the High Court, when it approved the Scheme in May 2022.

Inparticular, this required the Board to balance the costs and

benefits of pursuing new capital, whilst protecting the cash

available to creditors of the business. In March 2023, the Board

concluded that it was no longer viable to continue with the

capitalraise and Amigo reverted to the Fallback Solution; being

the orderly wind down of the business on behalf of creditors.

Inreverting to the wind down, the Board had to prefer the

interests of creditors over shareholders.

In considering section 172, the Directors are required to have

regard, among other matters, to:

(a) the likely consequences of any decision in the long term;

(b) the interests of the Company’s employees;

withsuppliers, customers and others;

Stakeholder engagement and section 172

Our customers

Why they are important

•

Our customers are at the centre of our purpose. By understanding

what’s important to our customers and making this the focus for

all that we do, we can deliver outcomes that meet their needs

inafair, respectful and responsible way.

Our priorities

•

To meet customer needs and, over the past two years,

to ensure that they fully understand the Scheme of

Arrangement process.

•

To understand how customers’ needs evolve over time, enabling

early identification of when a customer needs extra support.

•

To ensure continuity of service during the wind down process

and encourage good financial management.

•

To realise the value of the loan book in order to maximise

theamount payable to creditors under the Scheme.

How we engage

•

Customer communication is sent via post, SMS or email. We have

adedicated Scheme website and Facebook page and interact with

customers over social media. Regular blogs provided education

resources on financial matters on our consumer websites,

which since wind down, have provided information onthe

winddown and what it means for our customers.

•

The content of the communications is tailored to the customer’s

situation and provide the right level of reassurance.

•

Our systems enable our teams, who are trained to identify

vulnerability triggers, to easily recognise and record vulnerability

concerns, so that calls and outcomes can be tailored to the

customer’s needs. Once a customer is identified as potentially

vulnerable, they are supported by our specialist support team.

•

Customers were provided with affordable products

that met their needs with flexibility given when their

circumstances change.

•

Customers have a good understanding of the Scheme

process, what it means for them and the need to continue

to repay their loan during the wind down.

•

Customers are provided with tailored support throughout

their journey with us.

Outcomes

Community and the environment

Why they are important

•

By playing an active role in our community, we aimed to have

apositive impact on our community and the environment.

Our priorities

•

To help the most vulnerable in our society.

•

To minimise the impact we have on the environment.

How we engage

•

Through our Responsible Business Council we gave a voice

tocommunity and environmental concerns.

•

We have maintained our strong relationships with local

charities and built new relationships as needs, such as the

Ukrainian crisis, have arisen.

•

Our employees have raised money for various charities and

events and provided donations to local food banks to help

those in need.

•

The Amigo Volunteer Scheme provides employees with paid

leave to volunteer.

•

Through fundraising and business donations we raised just

under £7,000 this year.

•

Amigo’s total emissions have increased slightly in the year

as more of our employees returned to the office and the

in-house café resumed full-time operation. However, we

increased our focus on preventing unnecessary waste

with the removal of single-use cutlery, reduced the use of

takeaway boxes in the café and encouraged employees to

stop the use of disposable cups. The café has now closed.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Our section 172 statement continued

(d) the impact of the Company’s operations on the community

andthe environment;

(e) the desirability of the Company maintaining a reputation for

high standards of business conduct; and

(f) the need to act fairly as between members of the Company.

The Directors consider these factors in discharging their duties

under section 172. The key stakeholders we consider in this

regard are our customers, our employees, our shareholders and

creditors, the regulators, our brokers and suppliers, the local

community in which we are located and the environment.

The Board recognises that building strong relationships with

our stakeholders is fundamental to delivering itsstrategy and

to operating the business in a sustainable way. This remains the

case as the business progresses through its wind down strategy

with the same care and diligence being given to engaging with,

and supporting, our various stakeholders throughout the process.

While the priorities and how we engage may have changed for

each of the stakeholder groups, the focus on delivering the best

outcome possible remains. One of the key aims of Amigo’s wind

down strategy is to ensure that, to the greatest extent possible,

allcustomers are protected, staff are treated fairly and that the

impact on businesses that rely on us is minimal.

Our people

Why they are important

•

The skills and commitment of our employees have been key

to delivering and maintaining a fair and rewarding customer

experience throughout a difficult period.

•

The wind down will require a significant number of roles tobe

retained as we continue to support our existing customersfor

the duration of their loans, complete the Scheme and maintain

leadership and oversight in line with good governance

andcompliance.

Our priorities

•

To retain talented, appropriately qualified and engaged

employees in key roles throughout the wind down process.

•

To provide an inclusive environment, where all employees feel

valued and are kept informed of the issues that impact them

and the broader business.

•

To encourage challenge and diversity of thought.

•

To support our employees while they remain with us.

•

To help ready our colleagues for their next career steps

astheyprepare to leave Amigo.

How we engage

•

Regular employee engagement surveys to gauge sentiment

were issued throughout the financial year.

•

All-employee calls, hosted by the CEO, were held to update

colleagues on the latest information and provide an opportunity

to ask questions of management and the Board. These will be

supplemented with regular one-to-one engagement at team

level and redundancy consultations during the wind down

process. FAQs related to the wind down and redundancies

areregularly updated on Amigo’s intranet.

•

All communication with our employees aims to be fully

transparent and provide an estimate of timescales of the wind

down and redundancy processes.

•

Internal promotion of potential new roles, both within Amigo to

support the wind down process and external positions to help

those being made redundant. Provision of an outplacement

service to support through redundancy and career transition,

enabling our employees to swiftly secure a new role.

•

24/7 confidential employee assistance line available to all

employees to provide individual support where needed.

•

Mandatory training to ensure regulatory compliance.

•

The Board receives regular employee updates from the

ChiefPeople Officer.

•

We have retained key people through a period of significant uncertainty for the business. Despite the difficulties, we have

maintained an engagement score of 7.9, which is around industry average.

•

Our employees are engaged, have a solid understanding of our values and of our regulatory obligations.

•

Employees are supported to reach their full potential both at Amigo and in their ongoing career.

Read more about our people onpage 16

Outcomes

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Stakeholder engagement and section 172 continued

Investors

Why they are important

•

Our investors have provided funding in the form of debt

andequity over the years, and we had hoped would provide

funding again in the future.

Our priorities

•

To provide clear, timely and transparent updates on our

business to all investors in line with regulatory requirements

and best practice.

•

To manage expectations and foster a good understanding

ofour business, its financial position and resultant challenges.

How we engage

•

Amigo conducted its Annual General Meeting on 28 September

2022, providing an online facility as well as the opportunity to

attend in person. A General Meeting was held on 8 March 2023

to address issues raised under s.656 of the Companies Act.

Bothmeetings provided shareholders with the opportunity

toask questions of the Board and senior management.

•

Financial results were reported quarterly whilst the senior

secured notes were in issue, and presentations webcast to

enable access to all. During the wind down, results will be

made available on the London Stock Exchange’s Regulatory

News System and on Amigo’s corporate website.

•

Open calls for all shareholders were held on 16 January 2023

and 24 March 2023 to provide shareholders with updates on

Amigo’s position and its Scheme of Arrangement. Other calls

were held during the year with shareholder groups or individuals,

hosted by the CEO, CFO, Board members and Investor Relations.

A dedicated email for investors’ enquiries is available and the

PLC website provides share information and FAQs on Amigo’s

current situation.

•

Board members attend ad hoc investor meetings and receive

regular updates from our Investor Relations Director.

•

Financial advisors were appointed to attract new investment

partners and underwriters for a proposed capital raise.

Over 200 prospective investors, both debt and equity, were

approached. Investor meetings were led by representatives

from Amigo’s Executive Committee. Unfortunately, the capital

raising exercise was unsuccessful.

•

After year end, on 9 June 2023, Amigo entered into

anexclusivity agreement with shareholder Michael Fleming,

athisrequest, for him to seek investment to allow the business

to continue. The Board considers that establishing a new business

and potentially creating value for shareholders in the longer term

has significant execution risks and that there is only a very low

likelihood of success.

•

Investors are provided with information required to enable

informed investment decisions.

•

Unfortunately, we were unable to attract sufficient new

investment or interest to underwrite a new capital raising

to support the continuation of the business. The difficult

decision to switch the Scheme to the Fallback Solution and

wind down the business was therefore taken, as required

bythe High Court.

•

All surplus assets after the wind down will be transferred to

Amigo’s Scheme creditors. The remaining senior secured

notes were repaid at par in full during March 2023.

•

Regrettably, there is expected to be no value attributed to

the Company’s ordinary shares under the Fallback Solution.

Outcomes

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Suppliers

Why they are important

•

Our suppliers support our operation, enabling us to deliver

our service and meet customer, employee, investor and

regulator needs.

Our priorities

•

To ensure continuity of service through retention of key

suppliers to minimise disruption to operations, maintain an

outstanding customer service and to ensure an orderly wind

down of the business.

•

To provide comfort to our suppliers that Amigo has sufficient

liquidity and that services will continue to be paid for in full

under normal terms.

How we engage

•

A thorough procurement process ensures a good fit with the

organisation and provides a good foundation from which to

build strong supplier relationships.

•

Individual heads of business divisions maintain relevant

relationships. All suppliers were contacted following the wind

down announcement, with all communications emphasising

thesolvent nature of the wind down and Amigo’s commitment

to honour all contractual agreements.

•

The Board receives updates on any issues or proposals

concerning suppliers, for example, where outsourcing

isconsidered.

•

Collaborative, transparent and effective relationships

with partners.

•

Supplier services are maintained as required to the end

ofthe wind down process.

Regulators

Why they are important

•

Adhering to regulatory requirements enables us to protect

consumers by providing fair and responsible finance to the

growing population of people who are unable to access credit

through mainstream lenders, and to protect all stakeholders’

interests during the wind down process.

•

Maintaining our licence to operate is imperative while we

continue to collect our legacy and RewardRate loan books.

Our priorities

•

To maintain a proactive and transparent relationship with

ourRegulators.

•

To ensure we meet regulatory standards at all times.

•

To ensure the FCA is kept informed of the wind down process

and its progress.

How we engage

•

We have maintained an open and regular dialogue with our

Regulators with respect to all regulatory and risk matters,

including resolution of the Enforcement Action.

•

We worked closely with the Regulators to share new

approaches and gain consent to initiate pilot lending.

•

RewardRate products were designed with the forthcoming

Consumer Duty in mind, including training employees.

•

We provide weekly and monthly updates to the FCA on Amigo’s

financial position and on the wind down strategy, its progress

and impact on our various stakeholders.

•

A thorough understanding of all regulatory requirements

isreflected in behaviours throughout Amigo.

•

Recognition of the need for companies in the specialist

lending sector to provide financial services to the millions

excluded by mainstream lenders, resulting in Amigo

receiving permission to return to lending, initially on a

pilot basis. Subsequent to the decision by the Board on

23March 2023, all new lending activity ceased.

•

A comprehensive wind down strategy that meets regulatory

requirements with consideration of all stakeholders.

Outcomes

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Stakeholder engagement and section 172 continued

Decision to cease with pursuit of the additional capital raise and the switch from the Preferred

Solution to the Fallback Solution under the Scheme of Arrangement agreed in May 2022

Amigo’s Scheme of Arrangement (the “Scheme”) was sanctioned by the High Court in May 2022. The Board had always

been clear that the Preferred Solution in which Amigo rebuilds a new, more responsible, mid-cost lending offer would

be in the best interests of not only its shareholders, but also Scheme creditors, employees and wider stakeholders,

including those in society that do not have access to mainstream credit options. As such, following the announcement

issued on 10 March 2023 that the Company had not received sufficient aggregate indications of interest from potential

equity investors to cover the total £45m equity capital required, the Board explored whether a potential new scheme,

which eliminated the £15m capital commitment to Scheme creditors, was likely to succeed. In seeking to amend the

terms of the Scheme, Amigo would have been required to pursue a new replacement scheme. After taking extensive

advice from its professional advisers, the Board concluded that successfully executing a new scheme followed by a

lower capital raise was highly unlikely, and the significant associated costs would therefore cause avoidable detriment

to its Scheme creditors in the event the new scheme and capital raise are unsuccessful. As a result, the Board took the

decision to switch the Scheme from the Preferred to the Fallback Solution.

Stakeholders Considerations

Our

customers

The switch from the Preferred Solution to the Fallback Solution had immediate impacts on our customers;

both historic and new. The move to wind down meant that the ongoing pilot lending programme for the

RewardRate product was immediately curtailed, meaning no new customers could apply for the product. Existing

RewardRate loans would continue to operate as planned and those RewardRate customers with near final

applications were completed. Legacy customers, not in the Scheme of Arrangement but with existing loans,

were reassured through messages on our website and via our call centre that the status of their loans, and their

agreed repayments would stay the same. The Board also considered that the decision would impact those with

a validclaim in the Scheme as the decision to not progress the fund raise reduced the funds payable to the

Scheme by at least £15m.

Investors

With the Scheme of Arrangement agreed in May 2022, Amigo was no longer insolvent. This allowed the Board to

operate the business for all stakeholders, whilst there remained reasonable prospects for the business. The switch

to the Fallback Solution in March 2023, because of the failure to raise additional capital, meant that under the terms

of the Scheme the Amigo lending business had to be wound down in an orderly fashion, with all assets transferred

to the Scheme for distribution to Scheme creditors. This meant that shareholders would be unlikely to receive any

value from their shareholding in the Company.

Regulators

The FCA wished to ensure that the interests of customers were upheld and that any customer harm, from past

and future actions of Amigo, could be resolved in the best manner possible for customers, notwithstanding the

switch to the orderly wind down of the business. The Board recognised that the FCA would be concerned about

the reputational impact to the market of a disorderly wind down hence took steps to keep them appraised at all

stages of the process.

Our people

The immediate impact of switching from the Preferred Solution to the Fallback Solution was the realisation that all

employees and Directors would lose their jobs when Amigo completed its orderly solvent wind down. The Board

instigated the development of a wind down plan, including a phased redundancy programme so that resources

and costs were appropriately matched with the need to preserve Scheme creditors cash, whilst continuing to

support the processing of the Scheme of Arrangement and the wind down of remaining customers’ loans.

Decision to accept the findings of the Enforcement Action

Since the Enforcement Action commenced in 2020 Amigo has had to devote considerable time and resource to support

the investigation work by the FCA. The outcome of the Enforcement Action was deemed, by the Board and the advisers

working on the planned capital raise, to be an important milestone to be achieved as part of Amigo’s return to active

lending. In February 2023, the Company accepted the findings of the Enforcement proceedings.

Principal Board decisions taken during the year under review

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Stakeholders Considerations

Our

customers

The Board accepting the findings of the Enforcement Action was an important step for existing customers

who believed Amigo had not delivered the appropriate service, for existing customers who had ongoing loan

arrangements with Amigo and for potential new customers who, not being able to fully access other loan

providers, could be served appropriately by RewardRate.

Investors

Completing the open Enforcement Action was a vital step that had to be completed prior to seeking new investors

and/or investments from existing shareholders. Until the Enforcement Action was closed, together with the waiving

of a potential penalty by the FCA, the Board and advisers did not believe that new investment would be provided

tomeet the proposed capital raise requirements, due to the uncertainty associated with an open investigation.

Regulators

The FCA were able to fulfil its commitment to ensuring proper standards are maintained and to demonstrate that

failures will be investigated, and remedies imposed where appropriate.

Our people

The completion of the Enforcement Action and the work that went alongside it to learn from past failures

allowed the employees to develop their own understanding of what is now the required standard for lending.

Thedecision to accept the findings of the Enforcement Action allowed the whole team to focus on delivering

better outcomes for customers and the launch of RewardRate.

Decision to develop our new proposition, RewardRate, a path to financial mobility for those who

have few options to borrow

The Board has been very clear that the new Amigo will be unrecognisable from its predecessor. The vision was to break

down the barriers to financial mobility, creating a community where people are rewarded and empowered to achieve

financial mobility. We wished to be dedicated to constantly innovating and building ways to make sure our customers

had access to fair and affordable finance so they could make their life plans possible. Our new proposition was designed

to serve a large section of society that remains in real need of better access to affordable credit. It was designed to be

inclusive, provide flexibility and help our customers build a brighter financial future. Our mantra was ‘if it works for you,

itworks for us’.

Stakeholders Considerations

Our

customers

Customers who used Amigo and similar products are not well served by the existing consumer credit propositions

which typically do not include ‘our’ customers when credit access is assessed. The RewardRate product was

designed to responsibly meet the requirements of this demographic. The RewardRate proposition was designed

to be flexible and help the financial mobility of the proposed customer base.

Investors

A condition precedent of the New Business Scheme was the requirement to raise additional capital to contribute

to the compensation pool to redress customers with a valid complaint against Amigo for past lending practices.

RewardRate was intended to provide a viable, new product which it was hoped would allow Amigo to raise the

necessary capital to meet the requirement. RewardRate provided Amigo with the opportunity to start re-lending,

which it was hoped would increase the size ofthe loan book, which in turn would facilitate a future return to shareholders.

Regulators

RewardRate was a product that would help fill a gap in the market for customers who are underserved by existing

lending propositions. The issue has been made more impactful due to the withdrawal of many of the participants

lending to this customer base.

Our people

RewardRate provided an opportunity for Amigo to return to lending. It facilitated the continued employment

ofstaff working for the business.

Distribution

network

RewardRate allowed Amigo to restart lending again.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Sustainability

Our customers

Our people

We put customers first in all our decisioning and actions.

We returned to lending between October 2022 and

March 2023 with a new lending proposition designed, in

conjunction with a leading debt charity, to provide a path

to financial mobility to those with few options to borrow.

We introduced robust lending rules to ensure we lent

responsibly and that all customers could afford the loans

they were requesting, and we took significant steps to

implement the FCA’s new Consumer Duty regulation,

focused on positive customer outcomes. Due to the wind

down decision that was taken in March 2023, all new

lending was stopped. During the wind down period, we

will continue to support our customers to the end of their

journey with us. Collections staff are trained to identify

potential vulnerability in our customers and to discuss the

customer’s situation so that calls can be tailored and the

relevant support provided. This could include referral to

our specialist support team or signposting customers to

external support services.

A key priority now is to complete the Scheme of Arrangement

as soon as possible, managing costs in order to maximise

redress for Scheme creditors. The Scheme’s claim

assessment process is unaffected by the wind down.

However, there will be an impact to the total compensation

Scheme creditors will receive as it was not possible to

raise the additional £15m Scheme contribution from the

proposed Capital Raise.

At Amigo we have always recognised that it is our people

who make the difference, who go the extra mile to deliver

the right outcomes for our customers and who embody

Amigo’s culture and purpose. The past two years have

been exceptionally challenging, and we are now faced with

the task of winding down the business. As we progress

through the wind down process, we are committed to

supporting our employees’ health and wellbeing, retaining

the necessary staff to fulfil our ongoing obligations, and

to providing all employees with the tools they need to

transition to whatever path they choose next.

Engagement, retention and wellbeing

Despite the uncertainty around Amigo’s future that we

faced throughout the financial year, the engagement

survey carried out in January 2023 recorded a score

of 7.9. We gathered responses to our engagement and

driver questions on an 11-point scale ranging from 0 to 10

(0indicates a low score and 10 is a high score). The 7.9

result is not only above the benchmark (a comparison with

similar sized companies) but also shows that our employees’

engagement is still high despite challenging times. This is

a remarkable achievement and testament to the incredible

resilience of our teams and those who lead them. Although

we will measure engagement in a less formal manner, we will

ensure we continue to listen and respond to colleagues to

maintain engagement as we progress through the wind down.

During the wind down process, it will be important to

retain key roles and functions to support our customers,

complete the Scheme and manage the wind down itself.

With all employees being placed at risk of redundancy

immediately following the wind down announcement,

we were pleased to be able to minimise the first round

of redundancies by reducing outsourced requirements

and redeploying colleagues internally. An outplacement

service is available for all employees to support them

through the redundancy process and in their career

transition, helping our employees to swiftly secure a new

role if that is what they want to do. Our HR function has

also been proactive in approaching local businesses

regarding open vacancies they might be seeking to fill.

A 24/7 employee assistance line is available to all

employees who may need additional support and our

in-house Mental First Aiders are trained to offer help and

advice. Our hybrid working policy remains in place. Our

teams are asked to attend the office at least two times

aweek, subject to individual circumstances.

Diversity

Delivering equality and supporting diversity to create an

inclusive workplace where all our people feel valued and

able to fulfil their potential, regardless of their race, gender,

age, religion or disabilities, reflects our fundamental value

of being human. The importance of diversity, equity and

inclusion (“DEI”) is highlighted in our equity and diversity

policy which applies to all employees in Amigo, and the

mandatory DEI e-learning module that all colleagues are

required to complete annually.

The graphics opposite show our employee base at

yearend, split by gender, using the definition used in the

Hampton-Alexander Review

(namely the most senior level

of management (“ExCo”) plus those of its direct reports

that are at Director level).

Human rights and modern slavery

Amigo respects and supports human rights and is

committed to the highest level of ethical standards and

sound governance arrangements. We act ethically and with

integrity in all our business dealings. In accordance with

the UK Modern Slavery Act, our Modern Slavery Statement

isapproved by our Board and published on our website.

1 Hampton-Alexander Review – Improving gender balance in FTSE

leadership, November 2019.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Our community

Being a positive part of our local and wider community

is important to us. The causes we contribute to matter

to our employees and impact the community in which

we operate.

Amigo gives something back

Amigo played an important role in the lives of our

customers and our approach to charity was built around

this. Over the past year, Amigo’s Buzz committee, which

organises social and charitable events continued to fundraise

for our employees’ chosen charities, helping tosupport our

local community and charities around the world. Unfortunately,

owing to our financial position, Amigo was not able to support

these charities as much as we would have liked. However,

our employees continued to come together to raise money

between them for some great causes. We are extremely

proud of the way they worked together to support both

thelocal community and each other.

Training

Performance management was successfully rolled out with

every employee receiving feedback on their performance

against objectives and Company values. Mandatory

training to ensure compliance with our regulatory

obligations and familiarity with our values is performed

throughout the year.



Male 5

Female 3

Executive Committee

Total



Male 5

Female 4

Senior management

Total



Male 86

Female 83

Other employees

Total

169

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

At Amigo we believe that by looking after our people

and the planet, we can contribute to a better world. In

line with government guidelines for Streamlined Energy

and Carbon Reporting (“SECR”), the following pages

present our energy usage, associated emissions, energy

efficiency actions and energy performance of our two

UK offices. In May 2023, Amigo closed its larger main

office and moved to its smaller second office located

inBournemouth.

Energy efficiency and carbon reduction initiatives

There are a number of ways in which we seek to reduce

our energy and carbon usage and overall carbon footprint.

Food waste from our in-house café was sent to combustion

sites where it was transformed into energy, we use energy

efficient light bulbs in our offices and we have a “Cycle

toWork” benefit scheme to encourage our employees

toreduce the carbon footprint from their commute. Amigo

operates a hybrid working policy with employees asked

towork from the office at least two days a week, subject to

each of their personal circumstances. As our employees

have returned to the office, following the enforced lockdowns

of the Covid-19 pandemic, we have seen an increase in

ourenergy usage. However, 75% of our electricity usage

isgenerated from renewable sources and the other 25%

from nuclear. This means we no longer use energy

generated from fossil fuels.

Lastly, and since 2022, our Annual Reports are certified by

the World Land Trust. Our reports are printed on Carbon

Balanced Paper which reduces 245kg of carbon dioxide

and supports the Trust in protecting 47m

of critically

threatened tropical forest.

Greenhouse gas emissions

This is the fourth year for which Amigo has reported on

emissions in compliance with the Streamlined Energy and

Carbon Reporting (“SECR”) requirement. For the year

ended 31 March 2023, our total emissions for Scope 1 and 2

have accounted for 26.57 tonnes of CO

Indicator Metric / / / /

Scope  Tonnes CO



e . . . .

Scope  (location-based) Tonnes CO



e . .

. .

Scope  (market-based) Tonnes CO



e — —

— .

Total CO



e emissions (Scope +) (location-based) Tonnes CO



e . .

. .

Total CO



e emissions (Scope +) (market-based) Tonnes CO



e — —

— .

Carbon emissions intensity (location-based) Tonnes CO



e/per FTE . . . .

Carbon emissions intensity (market-based) Tonnes CO



e/per FTE — — — .

Total energy consumption kWh , , , ,

Methodology

Amigo collects and reports data in accordance with the Greenhouse Gas Protocol. Data is based on energy and fuel

consumption of Amigo Management Services Ltd for the period 1 April 2022 to 31 March 2023, using an operational

control boundary.

UK CO

emissions were calculated using Defra (2022) greenhouse gas reporting conversion factors. Our GHG emissions

are calculated using energy usage data provided by our energy suppliers, employee expense data and records of fuel

use. Some energy consumption was estimated where primary data was unavailable due to tenancy arrangements.

Environment

Sustainability continued

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Summary of changes

In summary, our total emissions have increased compared to FY22. This is a result of the increase in our electricity

consumption. As part of our commitments to sustainability and to reduce our impact on the environment, our purchased

electricity is from a renewable energy source. Our offices use 75% to 100% renewable electricity with the total renewable

energy consumption of 425,692 kWh. This reduces our total non-renewable energy consumption to 136,854 kWh.

This year we have disclosed our carbon footprint using both location-based and market-based approaches. Presenting

both methods together shows the impact of renewable energy on carbon emissions. Our total CO

emissions from

location-based and market-based approaches show that switching to renewables resulted in carbon savings of 82 tCO

1 2

0.51

tonnes of CO

(0.02 in 2021/22)

26.06

tonnes of CO

(market-based)

(65.45 tCO

e in 2021/22)

425,692

kWh

Amount of renewable

energy used

108.38

tonnes of CO

(location-based)

Company facilities

26.57

total emissions

tonnes of CO

(82.21 in 2021/22)

Company-owned vehicles Purchased electricity

Scope 1

(Direct CO

e emissions)

Scope 2

(Indirect CO

e emissions)

0.13(0.27 in 2021/22)

tonnes of CO

e per FTE (accounting

for renewableelectricity)

Environment intensity indicators

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Sustainability continued

Taskforce on Climate-related Financial Disclosures (“TCFD”)

Last year we reported against TCFD recommendations for the first time. This year, we were working towards our

second-year reporting and had progressed well along our projected roadmap to compliance, before the Board took

thedecision to initiate the wind down of the Amigo Loans Ltd business and the wider Group.

The following report details the governance structure that was in place during the financial year ended March 2023

and the steps we had taken on our path to compliance and towards integrating TCFD recommendations into Amigo’s

strategy, including an overview of the conducted climate scenario analysis. However, as a consequence of the Board’s

decision to place the business into wind down, work towards assessing and responding to the risks and opportunities

that climate change presents was stopped. This was considered appropriate in view of the short time horizon over which

the business will continue to operate and the nature of climate-related events. For this reason, Amigo has not complied

in full with the TCFD recommendations and will not continue on its path to TCFD compliance.

Governance

Disclose the

organisation’s governance

around climate-related

risks and opportunities.

Describe the

Board’s oversight of

climate-related risks

and opportunities.

Describe management’s

role in assessing

andmanaging

climate-related risks

and opportunities.

The Board has overall responsibility for Amigo’s ESG strategy, in which climate-related

matters are included. The Board met on a monthly basis and was presented with ESG

matters integrated across Operational, People and Risk reporting. Climate-related

matters were championed by Senior Independent Director Maria Darby-Walker, who

also formed part of the Audit and Risk Committees. However, on 27 March 2023, Maria

resigned from the Board. Given the move to wind down the business, a new Board-level

climate champion has not been appointed.

The Responsible Business Council was established in May 2022 with a broad remit

to provide guidance and recommendations to the Board in respect of Amigo’s ESG

strategy, objectives and metrics, including climate-related impact and initiatives. The

Responsible Business Council (“RBC”) consisted of eight elected employees and one

secretary and met monthly, with its Chair reporting quarterly into the Board. The RBC

was employee led, with members and Chair voted into position.

Representatives from the Responsible Business Council, Risk, Finance and Investor

Relations made up Amigo’s Climate Task Force (“CTF”). The CTF met monthly and was

responsible for reviewing climate-related risks and opportunities and implementing

mitigation strategies. It reported into both the Chief Risk Officer (“CRO”) and Chief

Financial Officer (“CFO”) who were ultimately responsible for establishing a process

fora more comprehensive climate-related risk assessment. Amigo sought to integrate

climate-related risks into the Company’s risk management register, its strategy and

toformulate action plans and environmental targets as Amigo progressed on its

roadmap to full TCFD adoption.

Both the RBC and CTF were disbanded following the wind down announcement.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Risk management

Disclose how the

organisation identifies,

assesses, and manages

climate-related risks.

Describe the

organisation’s

processes for

identifying

and assessing

climate-related risks.

Describe the

organisation’s

processes

for managing

climate-related risks.

Describe how

processes for

identifying, assessing,

and managing

climate-related risks

are integrated into the

organisation’s overall

riskmanagement.

Amigo takes a holistic approach to managing risk, operating a defined risk management

framework, which accounts for both financial and non-financial risks. The principal risks

impacting Amigo are captured within the Company’s risk register. Amigo has six defined

Principal Risk categories, and reviews emerging risks every quarter. Climate-related risk

is included in the latter.

The climate-related risks are considered based on the following risk subcategories:

•

physical climate-related risks; and

•

transitional climate-related risks.

During the year, we worked with external consultants to map out our material climate-

related risks and opportunities, taking into account three different climate pathways,

anoverview of the process and risks is provided within the Strategy section.

The Risk function is responsible for developing and maintaining the Risk Register and

the Register is reviewed by the CRO, Executive Committee and the Board. The CRO

holds responsibility for maintaining and developing the risk taxonomy for Amigo and

the Executive Committee and Risk Committee need to be updated regularly as changes

are made.

A Risk Report is prepared by the Risk Function on a monthly basis, providing an overview

of the material risks, the control environment, risk transformation plans, Key Risk Indicator

data, assurance updates and any other notable discussion points. The report is approved

by the CRO before being presented to the Executive Committee during the monthly

riskmeetings.

Our Risk Committee, attended by members of the Board and Executive Committee,

meets on a quarterly basis to review our overall risk strategy, risk management policies

and procedures. The Committee also reviews principal risks, discusses any emerging

risks and their potential impact on Amigo’s financial planning and business strategy.

In addition, we regularly review our risk appetite, which is defined as the amount

and nature of risk Amigo is willing to take in the pursuit of its strategy and business

objectives. The CRO is responsible for developing and maintaining the Risk Appetite

Statement Framework. The associated risk appetite statements are reviewed by the

Executive Risk Committee and ratified by the Board at least annually, although the

CROcan propose more frequent changes if the circumstances call for it.

Risks are continually evolving, and we perform regular horizon scanning to account

for any changes in exposure and the emergence of any new risks. The scanning is

performed on a six monthly basis with the output shared with our Executive Committee

and the Board. Particular attention is paid to both current and emerging risks.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Strategy

Disclose the actual and

potential impacts of

climate-related risks and

opportunities on Amigo’s

business, strategy,

and financial planning

where such information

is material.

Describe the

climate-related risks

and opportunities

the organisation

has identified over

the short, medium,

andlong term.

Describe the impact

ofclimate-related risks

and opportunities on

the organisation’s

businesses, strategy,

and financial planning.

Describe the

resilience ofthe

strategy, taking into

consideration different

climate-related

scenarios, including

agreateror less

than2°C scenario.

As a small financial services business, with two offices in one city location, reduced to

one office in May 2023, Amigo’s direct carbon footprint is relatively small. Furthermore,

as our business model is centred around helping customers who would otherwise have

difficulties accessing financial services, we lend to individuals and not businesses.

Thereby, we do not have lending products that are exposed to sectors particularly

impacted by physical or transitional climate-related risks nor do we hold any assets

with such exposure. Our climate risk analysis is based on the evaluation of potential

risks to our direct business and risks with potential to affect our customer base’s

creditexposure.

In Autumn 2022, we carried out a climate scenario analysis evaluating the climate-related

risks and opportunities Amigo would be exposed to under three different climate pathways:

a low-emissions scenario, in which global warming is limited to around 1.5°C (Divergent

Net-Zero Scenario, devised by the Network for Greening the Financial System (“NGFS”)),

a medium-emissions scenario, in which global warming reaches 2.6°C (Nationally Determined

Contributions scenario, devised by NGFS) and a high-emissions scenario, in which global

warming reaches approximately 4°C (Representative Concentration Pathway 8.5,

devised by the Intergovernmental Panel onClimate Change).

The scenario analysis combined quantitative and qualitative analysis to gain a better

understanding of the risks’ potential impact on Amigo’s financial planning. The time horizons

considered were short term (0-3 years), medium term (3-10 years) and long term(10+ years).

The material risks and opportunities were identified based on their likelihood of occurrence

within the set time horizons, the potential financial impact andcost of response.

Climate-related opportunities

The scenario analysis identified a number of potential climate-related opportunities.

Financially material opportunities identified included the potential to further decrease

Amigo’s Greenhouse Gas (“GHG”) emissions, the development of ‘green’ products

such as loans related to energy efficiency projects and the achievement of competitive

advantage through the development of an ambitious sustainability strategy.

Climate-related risks

Top material physical and transitional climate-related risks included the increased risk of

apandemic-type event, additional compliance obligations and the risk to reputation should

Amigo be unable to achieve its ESG commitments. Additional material climate-related risks

identified were physical risks, such as operational disruptions due to extreme weather events

and transitional risks, such as decreased access to capital if net-zero commitments are not

set and fulfilled due to increased interest in ESG investment.

Resilience

The climate scenario analysis we carried out suggested that our business model

and strategy, in place at the time, were resilient to the identified climate-related risks

under the three considered climate pathways. If the business had been continuing, we

would, in the short and medium term, face low residual financial risks mainly related to

increased compliance obligations, volatile energy market and transition to renewable

energy sources and the potential for another pandemic-type event. Control measures,

either in place or planned, decreased the residual risk level further and our ESG

governance structure and risk management system would have ensured continual

monitoring and management of the material climate-related risks.

Taskforce on Climate-related Financial Disclosures (“TCFD”) continued

Sustainability continued

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Metrics and targets

Disclose the metrics and

targets used to assess

and manage relevant

climate-related risks and

opportunities where such

information is material.

Disclose the

metrics used by the

organisation to assess

climate-related risks

and opportunities

in line with its

strategy and risk

management process.

Disclose Scope 1,

Scope 2 and, if

appropriate, Scope

3 greenhouse gas

(“GHG”) emissions

andthe related risks.

Describe the

targets used by

the organisationto

manage climate-related

risks and opportunities

and performance

against targets.

Prior to the wind down announcement, in order to align with the Climate Change Act

and the UK government’s ambition to achieve net-zero by 2050, we had intended to set

GHG emissions reduction targets to reduce our business’s carbon footprint. While we

had progressed well along the Climate Strategy Roadmap outlined in last year’s Annual

Report, because of the Board’s decision to place the business into wind down Amigo will

not continue on its path to TCFD compliance. Therefore, while we were in the process

of setting targets, informed by the identified climate-related risks, we will withdraw the

Roadmap and will not progress further with our target setting.

Mandatory disclosure of Scope 1 and Scope 2 carbon emissions can be found on page 18.

Scope 3 calculations have not been included.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Financial review

The decision to wind down the Amigo

Loans Ltd business (“ALL”), in line

with the Court order associated with

the Fallback Solution of Amigo’s

Scheme of Arrangement, was

announced on 23 March 2023. As

ALL is the only revenue-generating

business within the Group, it is

envisaged that all businesses within

the Group will be liquidated. This

process has begun and is likely to

be substantially completed by the

first quarter of calendar year 2024,

following completion of the Scheme

redress process. Over the course of

the wind down, we will continue to

either collect out or dispose of both

the remaining legacy loan book and

newer RewardRate loans. The wind

down is an orderly, solvent process

and the business remains in a positive

net asset position. However, all net

assets, after the cost of collecting

theloan book, are committed to

Scheme creditors.

Overall performance

In the year to 31 March 2023, the

net loan book reduced by 67.1% to

£45.4m (FY22: £138.0). Revenue fell

by 78.4% year-on-year to £19.3m

(FY22: £89.5m), reflecting the loan

book reduction with limited new

lending over the period. Collections

continue to perform well, and ahead

of expectations, despite the wind

down announcement and cost of

living backdrop. The complaints

provision increased from the prior

year, primarily due to the expected

higher uphold rate as claims are

assessed. The associated increase in

complaints cost, alongside diminishing

revenues and higher operational

costs, led to a reported loss before

taxof£34.7m (FY22: profit of £167.9m).

Thesignificant profit in the prior year

reflected the release of a substantial

proportion of the complaints provision

following the sanctioning of the

Scheme in May 2022.

Revenue

Revenue declined 78.4% to £19.3m

over the twelve month period, owing

primarily to the pause in lending until

October 2022 and minimal lending

thereafter. All lending was stopped

on 23 March 2023, following the wind

down announcement. The decline

in revenue is reflected in customer

numbers which fell 60.3% to 29,000

(FY22: 73,000).

The pause in lending drove a 65.8%

reduction in the gross loan book

year-on-year to £63.4m (FY22: £185.4m).

The net loan book reduced by 67.1%

year-on-year to £45.4m (FY22: £138.0m).

This reduction is reflective of both

the decline in the gross loan book

and impairment coverage which

increased to 28.4% (FY22: 25.6%)

atthe year end.

Revenue yield in the year decreased

significantly from the prior year to 15.5%

(FY22: 29.4%), primarily due to the

non-recognition of estimated interest

generated from prospective upheld

Scheme complaints. The Group defines

revenue yield as annualised revenue

over the average of the opening and

closing gross loan book for the period.

Impairment

A credit in the period was

recognised of £3.4m (Q3 FY22:

charge of £37.0m) primarily due to

post-charge-off recoveries, which

have improved throughout the period,

and continuedrobust standard

collections, alongside the gross loan

book beingincreasingly provided

forunderlifetime lossassumptions.

The impairment provision

decreased to £18.0m (FY22: £47.4m),

representing 28.4% of the gross loan

book (FY22: 25.6%). This reduction

reflects the amortisation of the loan

book over the period.

Kerry Penfold

Chief Financial Officer

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Scheme provision

The Scheme provision has increased

from the prior year to £195.9m

(FY22:£179.8m), owing both to the

now known final number of claims

received which was higher than

originally anticipated and to the

increase in the projected uphold rate

to just over 80%. Approximately 90%

of the claims’ population have now

been assessed by a third party and

we therefore have greater certainty

in this figure. Following the passing

of the Scheme deadline to submit

aclaim, the final volume of claims

isknown to be just under 210k.

Thisincludes some duplication where

both guarantor and borrower have

claimed on the same loan agreement.

The provision includes both cash

redress and balance adjustments.

Scheme creditors are expected to

receive cash redress toward the

end of this calendar year which we

estimate to be in the region of 17p

to the pound. With claims still to be

reviewed, this remains an estimate

and the final outcome is subject

to change.

The increase in the provision has

resulted in a corresponding charge

to the income statement of £19.1m

(FY22:credit of £156.6m). There

remains a degree of uncertainty

in thefinal complaints outturn.

Sensitivity analysis of the key

assumptions is set out in note 2.2

tothese financial statements.

Cost management

Administrative and other operating

costs of £36.2m increased by £11.6m,

(47.2%) year-on-year. The main

categories of expenditure included

in administrative and other operating

expenses are employee costs

of £17.3m (2022: £13.6m), legal,

professional and consultancy fees

of £10.9m (2022: £5.1m) and licence

fees of £2.5m (2022: £1.9m). The

substantial increase year-on-year

relates both to higher employee costs

and development requirements for

the RewardRate platform. Employee

costs increased by £3.7m to £17.3m

due to the provision of £4.2m for

estimated staff exit costs arising

fromthe orderly wind down, in which

all employees will exit the business.

RewardRate development spend

in the year was composed of both

incremental licence spend alongside

internal staff and external developer

costs. The level of spend was required

to facilitate an accelerated lending

platform with which to begin lending,

as we did in October 2022. A flexible

and scalable IT platform was key to

demonstrating proof-of-concept for

prospective investors in the capital

raise process. An onerous contract

provision of £1.3m (related expense

of £1.8m), has been made in relation

to the RewardRate product, which

has a number of associated supplier

contracts that either cannot be

terminated or a termination fee has

been negotiated to end the contract

early. As at 31 March 2023, £0.5m had

been paid and £1.3m remains payable.

Increased expenditure was partially

offset by reductions in variable costs,

including communications, print, post

and stationery, and bank charges

with declining volumes aligned to

thereducing customer base.

Tax

A tax charge for the year ended

31March 2023 of £0.1m relates to

Amigo’s Luxembourg entity.

Profit

Loss before tax was £34.7m for the year

(FY22: profit of £167.9m) with loss after

tax of £34.8m (FY22:profit of £169.6m)

driven primarily by the increase in

complaints provision over the financial

year. Excluding the complaints charge,

restructuring expense and onerous

contract provision, adjusted loss after

tax was £9.3m (FY22:profitof £13.3m).

Our adjusted basic loss per share

for the year was loss of 2.0p

(FY22:earnings of 2.8p), and basic

loss per share for the year was loss

of7.3p (FY22: earnings of 35.7p).

Funding and liquidity

The Group’s remaining £50m of

outstanding 7.625% senior secured

notes were redeemed, at par, in

March2023, ahead of expiration

inJanuary 2024, resulting in a net

interest saving. Funding to the

Groupisnow entirely in cash.

The proposed capital raise to fulfil

the Scheme condition of a further

minimum £15m payment to Scheme

creditors and to provide working

capital necessary for the continuation

of the business was unsuccessful.

TheScheme was switched to the

Fallback Solution as a result.

Net unrestricted cash/(debt)

(£m)

 March



 March



Senior secured notes



— (.)

Cash and cash

equivalents . .

Net cash/(debt) . .

Cash and cash

equivalents (restricted) . .

1 Figures presented above are net

ofunamortised fees.

With no remaining debt, net

unrestricted cash was £62.4m at

31 March 2023 (FY22: £83.9m),

comprising unrestricted cash and

cash equivalents, as the back

book continued to be collected

and originations were limited.

Theyear-on-year reduction of cash

and cash equivalents reflects the

payment of the full £97m Scheme

contribution intoa Scheme fund

and the repayment of the senior

secured notes, offset by continued

strong collections. Restricted cash

is £107.2m, which includes the £97m

Scheme contribution paid to the

Scheme Fund as well as estimated

set-off held in escrow for customers

with existing complaints who

continued to make payments up to

the Scheme Effective Date. Since the

year end, and in accordance with the

Fallback Scheme conditions, Scheme

Co has returned funds to ALL to

ensure it is well funded for an orderly

wind down of operations. Current

unrestricted cash is over £121m after

repayment of the senior secured

notes and withdrawal from Scheme

Co and current restricted cash is

over £62m.

Summary

It is extremely disappointing to be

executing the wind down of the Amigo

business. Despite this, collections are

performing well and the wind down

strategy, whilst early in its execution,

is on track to deliver the expected

contribution to Scheme creditors.

Thisis a testament to the dedication

and hard work of all teams at Amigo

ofwhich I am immensely proud.

Kerry Penfold

Chief Financial Officer

27 July 2023

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Number of customers

(’000)

Description

Number of customers represents accounts

with a balance greater than zero, exclusive of

charged off accounts at the year end. It is the

key non-financial KPI used within the business

toreview current performance.

Performance

Customer numbers have fallen by 60.3% to

29,000 (2022: 73,000), driven by two factors.

Firstly, minimal new lending in the year to

31March 2023. Secondly continued collections

on the back-book.

292023

2023

2022

2021

136

Description

Revenue comprises interest income onamounts

receivable from customers. It isprimarily derived

from a single segment in theUK.

Performance

As a result of decreased customer numbers and

limited new lending, revenue has declined by

78.4% to £19.3m from£89.5m.

Impairment: revenue ratio

(%)

Description

This ratio represents the Group’s impairment

charge for the period divided by revenue for

theperiod. This is a key measure for the Group

in monitoring risk within the business.

Performance

A credit in the period was recognised, primarily

due to post-charge-off recoveries, which have

improved throughout the period, and continued

robust standard collections, alongside the gross

loan book being increasingly provided for under

lifetime loss assumptions.

2023

2022

2021

(17.6)

41.3

35.5

Description

Net loan book represents the gross loan

bookless the IFRS 9 impairment provision

andmodification loss, excluding deferred

brokercosts.

Performance

Net loan book has reduced by 67.1% to £45.4m

(2022: £138.0m); the decline is due to the pause

in lending since March 2020, recognition of

modification losses and balance adjustments

for upheld customer complaints. Impairment

provision coverage increased year-on-year to

28.4% (2022: 25.6%) reflecting the amortisation

of the loan book over the period.

Net loan book

(£m)

138.0

340.9

Statutory (loss)/proﬁt

before tax (£m)

Description

This KPI represents statutory profit/loss before

tax and is one of the measures used to review

performance in the year within the business.

Performance

Statutory loss before tax was £34.7m for the

period (2022: profit of £167.9m); this is primarily

driven byan increase in the complaints expense

primarily due to the expected higher uphold

rates as claims are assessed. This, alongside

diminishing revenue and higher operating costs,

led to the loss in the year.

167.9

(283.6)

(34.7)

KPIs

Summary results andKPIs

The key performance indicators (“KPIs”) presented here

are helpful in assessing the Group’s progress against its

strategy and are the KPIs which were closely monitored

internally prior to wind down. The KPIs reflect the lack of

new lending and run off of the back book. However, they

are not exhaustive as management also takes account of

awide range of other measures in assessing underlying

performance. See the Financial Review on pages 24 and 25

for further detail on the Group’s financial performance

throughout theyear.

2023

2022

2021

Revenue

(£m)

89.5

170.8

19.3

45.4

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

2023

2022

2021

Description

This KPI represents statutory profit/loss after

taxand is reviewed in conjunction with adjusted

loss/profit after tax within the business.

Performance

Statutory loss after tax was £34.8m (2022:profit

of £169.6m). Due to losses bought forward

there is no tax charge on profits for the year.

A small tax charge is shown in relation to the

Luxembourg entity.

Description

Adjusted profit/loss after tax is a non-IFRS

measure, adjusting for non-recurring transactions.

The Directors believe that adjusting for these items

is useful in making year-on-year comparisons.

Performance

Adjusted loss after tax was £9.3m (2022:profit

of £13.3m); In the current financial year, itadjusts

for the complaints provision and restructuring

expenses and onerous contracts in relation

tothe wind down.

Statutory (loss)/proﬁt

aftertax (£m)

Adjusted (loss)/proﬁt

aftertax (£m)

Basic (loss)/earnings

pershare (pence)

Description

This measure calculates earnings/loss

(profit/loss) after tax per share (weighted

average number of shares).

Performance

Basic loss per share was 7.3p compared

toprior year profit per share of 35.7p, driven

by the decrease in statutory profit after

taxyear-on-year.

Adjusted basic (loss)/

earnings per share (pence)

Description

This non-IFRS measure is shown in note 13.

Basic earnings/loss per share is adjusted for

items consistent with adjusted profit/loss

after tax to give a better understanding of

theunderlying performance of the business.

Performance

Adjusted loss per share was 2.0p compared to

aprofit of 2.8p in the prior year. This is due to the

adjusted profit after tax decrease year-on-year

driven by the increase of complaints provision,

reduction in revenue and increase in

operating costs.

169.6

(289.1)

(279.8)

13.3

(9.3)

(7.3)

2.8

(2.0)

35.7

(60.8)

(58.9)

(34.8)

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Risk management

Three lines of defence

Amigo uses a three lines of defence model to both structure its risk management framework and togive

oversight of its effectiveness. This helps us define clear priorities, roles and responsibilities.

A Group-wide risk

management framework

Overview

Risk management has remained a key

objective for Amigo throughout 2023.

We have continued to operate in a

complex environment with ongoing

uncertainty. Over the last twelve

months, we have further strengthened

our risk capability, improved our

controls and implemented a robust

centralised risk management toolset.

The launch of pilot lending in October

2022, reflects the significant amount

of work that had been completed and

adoption of a “consumer” focused

culture to address the previous poor

historic lending practices.

Our approach is founded upon a

robust risk management framework,

articulated risk appetites and

supporting policies and procedures

which help us manage risks in

a resilient manner. Training and

awareness are targeted to embed

behaviours that support the

identification and escalation of risks

and issues that threaten the delivery

of desired outcomes. The Board is

ultimately responsible for our risk

management framework and its

effectiveness. The Board works

alongside senior management to

promote a responsible culture of

risk management by emphasising

the importance of balancing risk

with strategic objectives, whilst also

ensuring compliance with regulatory

requirements and internal policies. At

Amigo, every employee is empowered

to make risk-aware, purposeful decisions.

Throughout the wind down process,

the governance of the business will

remain fundamentally important.

We are committed to delivering

the highest standards of corporate

oversight with diligence and integrity,

a robust risk management framework

and strong ethical culture.

Emma Stirland

Chief Risk Officer

First line of defence

This is where day-to-day decisions are made. Business teams identify and track

risks, managing and resolving any issues found.

Third line of defence

Trusted third parties undertake regular independent assurance on key

risks and controls. This gives confidence over first and second line

riskmanagement.

•

Business units

and functions

•

Self-assurance teams

•

Risk and

compliance functions

•

Compliance

monitoring team

•

Internal Audit function

•

Trusted external subject

matter experts

Second line of defence

Amigo’s Chief Risk Officer has dedicated teams that monitor and challenge the first

line to ensure risks are identified and managed effectively on an ongoing basis.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Our principal risks

Principal risks are those that can

seriously affect performance, future

prospects or reputation of the

Company. Amigo recognises that

taking risk is necessary, but we seek

at all times to ensure that the risk

we take is well informed, deliberate

and that controls are in place to

mitigate its impact. Our risk profile is

reviewed regularly at all levels in the

organisation to keep us risk aware

and our decision making aligned

toappetite.

Each principal risk has a defined

appetite which sets out the baseline

level of risk that we are willing to

accept. The risk appetite takes

into consideration the level of risk

exposure and our strategic goals.

Our assessment during the year

remained relatively static, with conduct

remaining a core focus as we resolved

legacy issues and worked to meet

regulatory commitments ahead of the

pilot lending in October 2022. Following

the invocation of wind down, we have

adjusted our risk appetite statements

to meet the revised strategic goals;

successful delivery of the Scheme of

Arrangement and controlled wind down

of the business. We remain averse

to risks that impact good customer

outcomes. While Amigo has ceased

lending, it continues to collect loan

repayments. We will continue to drive

aculture that puts customers first and is

focused on achieving positive outcomes

for all stakeholders. Amigo has a clear

and defined wind down strategy which

is tracked regularly by the leadership

team. The Company is averse to risks

that will impact or delay delivery against

the wind down plan.

Our risks

Outcomes

Good outcomes are at

the heart of our business

objectives. By managing

our risks effectively, we

support the delivery

ofgood outcomes.

Conduct

Inappropriate actions

taken by individuals or

the Company could lead

to customer detriment

or negatively impact

marketstability.

Strategic

The risk that we fail to achieve

our objectives, including an

orderly wind down, due to poor

decisions, a failure to adapt to

changes or through adverse

external conditions.

Operational

This relates to the

possibility of business

operations failing due to

inefficiencies or breakdown

in internal processes,

people and systems.

Treasury

A failure to properly manage

liquidity, capital or investments,

could lead to financial losses

which may result in reduced

funds available to the scheme or

in a more severe case, an inability

to complete the forecasted

orderly wind down.

Regutor

If the regutor environment

chnges or we don’t meet

the requirements, it coud

detriment impct our

business through regutor

ction, incuding investigtion,

fines, or oss of uthoristion

to operte.

Credit

Debtors may fail to meet

their debt obligations

in full or on time. There

may also be exposure to

concentrations in credit.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Our risks continued

Our principal risks continued

Conduct

Risk appetite

Amigo has an averse appetite for

taking action or inaction that leads

to customer harm and failure to

pay due regard to the particular

needs and circumstances of

individual customers in our

post-sale activities.

Risk drivers and threats

Amigo recognises that the vulnerability

of its target market poses higher than

average conduct risks.

We are mindful of the impact of high

inflation and the cost of living on borrowers

which will put additional strain on customer

finances and affordability.

Key mitigating actions

Amigo has put significant effort

into improving its conduct risk

managementapproach in parallel with

resolving its legacy lending issues.

Throughout our pilot lending

phase,there was a strong focus

onaffordability and identification

ofvulnerability. Amigo continues to

provide ongoing support to vulnerable

customers, including forbearance and

access to specialised debt support.

Operational

Risk appetite

Amigo takes a proportionate

approach to operational

risks, balancing the need to

provide resilient operational

performance with the need to

remain nimble. We will reduce

our operations as we progress

through the wind down process

in a safe and orderly way. Amigo

aims to have the quantity and

quality of people necessary to

meet its objectives throughout

this period.

Risk drivers and threats

While some instability was seen with

the new lending platform (RewardRate

and Open Banking), these facilities are

no longer actively used for customer

onboarding. The Amigo infrastructure

has remained stable with no significant

outage that has impacted customers.

As the organisation reduces and

the number of processes operated

decreases, Amigo will reduce

suppliers and staff numbers, whilst

also considering appropriate physical

locations and infrastructure.

The risk of cyber attacks continues

tobea threat across all industries.

Key mitigating actions

Amigo partners with trusted

third-party cyber experts to manage

evolving cyber risks. Operational

riskscontinue to be monitored to

protect the controlled wind down

ofthe business. Retention of key

personnel has an increased focus

tothis purpose.

Regulatory

Risk appetite

Amigo is in a sector (financial

services) and sub-sector

(alternative finance) that are

inherently subject to significant

regulatory risk, but we take all

reasonable steps to reduce that

risk as it applies to us.

Risk drivers and threats

Amigo maintains a constructive and

open relationship with the Financial

Conduct Authority and other regulators

and agencies. While lending has ceased,

Amigo continues to be a regulated

entity as it collects payments from the

existing loan book and progresses

with the scheme and customer redress

activity. Regulated permissions will not

be removed until all regulated activity,

including collections, has stopped.

Amigo is still subject to two regulatory

interventions including two Asset VREQs

and S166 but has been removed from the

FCA Watchlist.

Key mitigating actions

Amigo continues to work closely

with all regulatory stakeholders

toeffectively execute the Scheme

of Arrangement and wind down

inacontrolled way.

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Strategic

Risk appetite

Amigo has a minimalist approach

to Strategic Risk now that the

organisation is in wind down.

Strategic focus has switched to the

orderly wind down of the business,

collection of funds to contribute to

customer redress, processing of

scheme claims and the application

of redress due.

Risk drivers and threats

The Company needs to maintain

theability to evolve, adapt, and

beresponsive, in the short term,

tochanges in the internal and

external operating environment.

Key mitigating actions

Business transformation is now

focused on simplifying the loan

bookinfrastructure and supporting

delivery of the scheme whilst

minimising costs.

Treasury

Risk appetite

Amigo operates its treasury function

to support the functioning of its

lending business. Treasury is not a

profit centre and avoids or hedges

any material risk.

Risk drivers and threats

Our current focus is to support

customer redress, rather than

generate proprietary profit as

wemove through wind down.

Amigo remains exposed through

changes to interest rates on the

Group’s financials.

Key mitigating actions

Maintaining adequate liquidity

isa priority as we move into wind

down, providing assurance for our

remainingsuppliers and employees.

The main focus for market risk

reduction is to monitor Amigo’s

potential losses on financial

investments caused by adverse

pricemovements.

Credit

Risk appetite

Amigo is a mid-cost lender, and

historically, we have taken a degree

of credit risk that was consistent

with our pricing.

Risk drivers and threats

With Amigo no longer lending,

thereis no further exposure to

creditacquisition risk. We expect

tosee increased credit operational

risk as the level of delinquency on

theexisting loan book will increase

withtime. This may be compounded

by customers’ awareness that the

business is in wind down. The

organisation is also subject to risks

arising from changes in the cost of

living which may impact existing

loanrecovery rates.

Key mitigating actions

Ongoing monitoring of credit risk.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

At Amigo, we constantly monitor our internal and external

environment to identify new and evolving risks. Emerging

risks are newly developing or evolving risks which are

potentially significant but are generally characterised by

a high degree of uncertainty and are therefore difficult

to quantify. These could be trends, innovations or

developments that have the potential to adversely impact

the delivery of our strategy.

While some risks emerge slowly, such as changing

demography, others may change faster with more severe

disruption, for example, the recent Covid-19 experience.

Tobe successful, Amigo understands the importance of

monitoring the evolution of risks and continually scans

the horizon to identify future risks that could impact our

success or opportunities, enabling us to better prepare

for the unexpected. Horizon scanning is performed on a

six month basis through a process involving scanning and

evaluation (which considers both relevance and speed

to materialise). Where we identify new risks, we engage

with subject matter experts to ensure all aspects are

understood. The outputs of horizon scanning areshared

with senior managers and the Board for consideration

during strategic planning and decision making.

The following section covers the key emerging risk categories.

Economic

Environmental

Technological

Geopolitical/

legal/regulatory

Societal

Emerging

risk

categories

Emerging risks

Amigo Holdings PLC

Annual report and accounts 2023

Strategic report

Technological

Emerging trend Description

Cyber threats While cyber attacks exist and are a recognised risk to Amigo, they are also considered an emerging risk due

to their rapid speed of change and nature and potential impact including digital disruption.

Business disruption The pandemic has been a major driver of awareness around the risks associated with business interruption,

including supply chain disruption.

Environmental

Emerging trend Description

Pandemics With Amigo’s hybrid working policy, the impact of Covid-19 and increased remote working has not had

amaterial impact on the organisation’s ability to operate. The potential for further pandemics, a shifting

range of pathogens and antimicrobial resistance, however, remains an emerging risk.

Climate change With growing awareness of the impacts of climate change, increasing investor and regulatory focus has

been placed on environmental, social and governance (“ESG”), including climate-related issues.

Economic

Emerging trend Description

Increasing inflation risk Increased rate of inflation and cost of living will likely impact loan repayments and increase the proportion

ofvulnerable customers.

Geopolitical/legal/regulatory

Emerging trend Description

Speed of

regulatorychange

2023 continues to bring high levels of regulatory supervision and oversight. Regulatory requirements

continue to expand, and regulatory expectations are rapidly increasing.

New political landscape The potential remains that changes within government policies, business requirements, or other political

decisions may have a detrimental impact on business decisions or outcomes.

Societal

Emerging trend Description

Growing customer

indebtedness and

wealth gap

With the current economic environment, there is increasing potential for those that are financially vulnerable

to become further indebted.

Growing levels of

economic abuse

The potential remains for increasing and undetected prevalence of economic abuse within households.

Going concern and viability statement

Basis of preparation

In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an

assessment of the Group and Company’s ability to continue as a going concern for a period of at least twelve months

from the date of approval of the financial statements.

The Directors believe there is no general dispensation from the measurement, recognition and disclosure requirements

of IFRS despite the Group not continuing as a going concern. Therefore, IFRS will be applied accordingly throughout the

financial statements. The relevant accounting standards for each part of the financial statements have been applied on

the conditions that existed and decisions that had been taken by the Board as at or prior to 31March 2023.

Going concern

In undertaking a going concern review, the Directors considered the Group’s decision to switch the Scheme from the

Preferred to the Fallback Solution, announced on 23 March 2023.

The switch to the Fallback Solution required that the trading subsidiary,Amigo Loans Ltd(“ALL”), stopped lending with

immediate effect and be placed into an orderly wind down, with the result that all surplus assets after the wind down

will be transferred to the Scheme creditors. A further requirement of the Fallback Solution is that ALL be placed into

liquidation within two months of payment of the final Scheme dividend. No value will be attributed to the ordinary shares

of the Company in this scenario.

Given the cessation of trading on 23March 2023, alongside no apparent realistic strategic capital raise or viable

alternative solutions, and the requirement dictated by the Scheme to ultimately liquidate Amigo Loans Ltd (the Group’s

sole cash-generating unit), the Board has determined that the Annual Report and financial statements for FY23 will be

prepared on a basis other than going concern.

The Board has prepared aset of financial projections for the solvent wind down following the cessation of new lendingin

March. Alongside a base scenario which indicates ample liquidity available through the course of wind down, a downside

scenario has been collated that stresses the primary cash flow risks to the Group that are considered severe but plausible.

Stresses have been applied to:

•

the collect out of the legacy Amigo loan book;

•

removal of any prospectivedebt sales;

•

increased Scheme liabilities; and

•

increased overhead spend.

Despite the stresses applied, the Group maintains sufficientliquidity in the period. It is therefore considered only

amarginal risk that the Group is unable to remain solvent during the orderly wind down. The key risks that would prevent

this from being achieved can be considered the risks applied in the downside scenario alongside potential regulatory

action or intervention.

Viability statement

In accordance with Provision 31 of the UK Corporate Governance Code, the Board assessed the viability of the Group.

Following the unsuccessful capital raise and cessation of new business, the Board announced on 23 March 2023 that

theGroup would be placed into an orderly solvent wind down.

Strategic report

Amigo Holdings PLC

Annual report and accounts 2023

Jonathan Roe

Chair

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

The reports following detail how the

Board operates from a governance

and control perspective to ensure

that we comply with the principles

and relevant provisions of the UK

Corporate Governance Code. As a

Board we take corporate governance

very seriously, and I will continue

to ensure that we maintain high

standards throughout my tenure.

In this Governance section we set out:

•

our Board of Directors and

Executive Committee of senior

managers responsible for delivering

the desired outcomes for our

customers and stakeholders;

•

the role of the Board, its operation

and an assessment of the

Board’seffectiveness;

•

the Report of the Audit Committee;

•

the Report of the

NominationCommittee;

•

the Report of the Risk Committee;

•

the Directors’ Remuneration

Report; and

•

the Directors’ Report.

During the 2022/23 financial year

the business focus was very much on

ensuring continuity and progression

ofthe business in the face of a number

of headwinds that challenged the very

survival of the business, as well as

maintained an effective governance

structure that was appropriate for the

Company. The focus changed from

23March 2023, with the business

moving into wind down.

At Board level we continued to strive

for a well-balanced and effective Board,

strong oversight of risk management

and open stakeholder relationships.

Earlier in the year, the Board made

strenuous efforts to develop and

expand Board membership, resulting

in Jerry Loy joining the Board, so it

had the necessary skills composition

to deal with the serious and challenging

issues facing the Company and had the

necessary depth of skills to relaunch

the business, should permission to do

so be granted. Since the 27 March 2023,

the size of the Board has reduced as

two Non-Executive Directors stood

down as the business moved to

delivering an orderly wind down.

In September 2022 Danny Malone

stepped up to the role of CEO, following

the resignation of Gary Jennison as

CEO, with Kerry Penfold stepping up

in turn to CFO, to replace Danny.

I remain delighted with the quality of

the Directors who served throughout

the year. Every member of the Board

had a common belief in the societal

purpose that Amigo has and the role

it can play in providing finance and

hope to its customers. All were deeply

upset that the business was not able

to find the necessary backing to

continue onwards.

By any measures this has been a

tumultuous year for the Board as

evidenced by the number of meetings

for the Board and Committee (see

page 40). Everyone has played

their part.

I would like to thank my fellow

Directors past and present for their

support and commitment to Amigo

during this difficult time.

Jonathan Roe

Chair of the Board

27 July 2023

Chair’s introduction

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Board of Directors and Company Secretary

A N R Ri

Age: 67 Tenure: 3 years

Profile

Jonathan joined the Board on

1August 2020 as a Non-Executive

Director and became Non-Executive

Chair of the Board following

approval by the FCA under the

Senior Managers Regime on

13October 2020.

Background and

externalappointments

Jonathan has extensive experience

of advising listed and regulated

companies and is a qualified

Chartered Accountant. His experience

includes 25 years’ advising public

companies on major corporate

transactions, principally with Dresdner

Kleinwort as a senior member of its

Equity Capital Markets team, where his

clients included Norwich Union, Orange,

Rosneft, HBOS and M&A, and related

fundraising activity for BAE Systems,

3i Group, Provident Financial and Avis

Europe. Jonathan was Non-Executive

Chairman of Vanquis Bank for three

and ahalf years to mid 2019, having

been a Non-Executive

Director for

fouryears prior to his appointment

Non-Executive Chairman.

Brings to the Board

Jonathan has experience of chairing

the Vanquis Bank board, and at times,

the Remuneration, Audit, Nomination

and Risk Committees of Vanquis

Bank. Jonathan was a Non-Executive

Director for Automobile Association

Insurance Services Limited for six

years where he chaired its Audit,

Risk & Compliance Committee and

Remuneration Committee.

Age: 59 Tenure: 1 year

Profile

Danny joined the Board on

6 June 2022 as Chief Financial

Officer (“CFO”) and was appointed

as Chief Executive Officer (“CEO”)

on23September 2022.

Background and

externalappointments

Danny is a qualified chartered

accountant and has extensive

business and regulatory experience

gained across multiple financial

services companies and banks at

Board level, mostly operating in the

non-standard consumer finance

sector. He co-founded Everyday

Loans in 2006 and was Finance

Director until 2013, when, following

its acquisition by Secure Trust

Bank, he became CEO through to

2018. Previously he was European

CFO of CitiFinancial Europe PLC,

part of Citigroup. Danny is also a

Non-Executive Chairman of Floan

Limited, a start-up fintech business

operating in the Buy Now Pay Later

sector and a Non-Executive Director

of The Personal Finance Centre

Limited, asecured loan broker.

Brings to the Board

Danny is an experienced CEO,

CFOand senior manager with

direct hands-on experience with the

non-standard finance and consumer

credit sector. Danny has a record for

delivering solutions in a fast moving

FCA regulated environment.

Age: 46 Tenure: Less than 1 year

Profile

Kerry joined the Board on

23September 2022 as Chief

FinancialOfficer (“CFO”).

Background and

externalappointments

Kerry has 20 years’ financial services

gained in banking and consumer

credit companies and has held a

number of senior roles. Prior to joining

Amigo, Kerry held positions as Head

of Motor Finance at United Trust

Bank and a range of roles at Lenlyn

Group including Operations Director

at Raphaels Bank and Head of Group

Financial Control. Kerry is a Chartered

Accountant and holds a diploma from

the Chartered Bankers Institute.

Brings to the Board

Kerry is an experienced CFO and

senior manager with direct hands-on

experience with the non-standard

finance and consumer credit sector.

Jonathan Roe

Chair of the Board

Non-ExecutiveDirector

Danny Malone

Chief Executive Officer

Kerry Penfold

Chief Financial Officer

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Committee key:

Audit

Nomination

Remuneration

Risk

Committee Chair

A N R Ri

Gary Jennison was a Director of the

Company during the year until he

resigned on 23 September 2022.

Maria Darby-Walker was a Director

of the Company during the year until

she resigned on 27 March 2023.

Jerry Loy was a Director of the

Company from 3 October 2022

untilhe resigned on 27 March 2023.

Other Directors holding office in the year

Age: 65 Tenure: 2 years

Profile

Michael joined the Board as

aNon-Executive Director on

19November 2020 and becameChair

of the Risk Committee on 19July 2021.

He currently is also the Chair ofthe

Audit Committee.

Background and

externalappointments

Michael is a qualified Chartered

Accountant and has held senior

management and board level

positions with GE Capital Europe,

AIG UK, Prudential UK and Flood

Re as well as at Abbey National

and Santander UK, and acting as

a senior consultant for KPMG and

Promontory. He was Chief Risk

Officer at AIG UK and Flood Re and

the Regulatory and Conduct Risk

Director at Prudential UK. Heis

also currently a Non-Executive

Director of SICSIC Advisory Ltd a

London based boutique consultancy,

focusing on financial services risk

and regulation. Michael became

Chair of the Risk Committee at

Amigo on 19 July 2021 and the Audit

Committee on 16September 2022,

following approval by the Financial

Conduct Authority. Michael is a

Certified Member of the Institute

ofRiskManagement.

Brings to the Board

Michael brings to the Board a wealth

of risk management and regulatory

advisory expertise with over 35 years

of experience at executive and

non-executive director level, in a variety

offinancial services companies.

Age: 60 Tenure: 4 years

Profile

Roger joined Amigo in June 2018, in

preparation for the Company joining

the London Stock Exchange, acting

as Head of Company Secretariat.

Roger became Company Secretary

on12July 2019.

Background and

externalappointments

Prior to joining the Group, Roger was

Group Company Secretary and Head

of Governance at Miton Group plc

since 2007. Roger has performed

board level roles, including that

of Finance Director and Company

Secretary at various investment

management, wealth management,

stockbroking and Lloyds of London

underwriting agencies. Roger is a

qualified Chartered Accountant and

has a BA (Hons) in Accountancy

Studies from Exeter University.

Brings to the Board

Roger has extensive experience

acting as Company Secretary

oflistedand unlisted regulated

financial sector companies.

Michael Bartholomeusz

Independent

Non-ExecutiveDirector

Roger Bennett

Company Secretary

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Executive Committee (“ExCo”) members

In addition to Danny Malone and Kerry Penfold, whose biographies are shown on page 36, the following senior

managers sit on the ExecutiveCommittee:

Profile

Lucie joined Amigo in July 2022 as our Chartered Institute

of Personnel Directors (“CIPD”) qualified Director of HR.

Lucie leads the HR function with extensive global experience

in performance management, talent and succession strategies

alongside engagement. Before joining Amigo, Lucie worked

as the Senior HR business partner at Barclays and was

responsible for delivering key strategic projects including

succession regulatory work for the Bank of England.

Lucie’s passions are empowering leaders to create

aninclusive working environment and culture.

Profile

Emma joined Amigo in September 2021 as Head of Risk

before taking up the role of interim Chief Risk Officer in

November 2022. Emma has over 20 years of experience

working in Risk and within financial services. Prior to

joining Amigo, Emma was Risk Director for Barclays and

has held international roles with teams across the UK,

Africa and Europe, working in Technology, Payments

and Financial Crime disciplines. Emma is a member of

the Institute of Risk Management. She graduated with

ascience degree from the University of Exeter and

latercompleted a PhD atLeicesterUniversity.

Lucie Baraclough

Chief People Officer

Emma Stirland

Chief Risk Officer

Profile

Paul Dyer originally joined Amigo as Chief Risk Officer

inNovember 2020, he then became Chief. Operations

Officer in November 2022. Paul has a wealth of risk and

regulatory experience, including being a member of the

FCA’s senior leadership team for two years and in heading up

Regulatory Risk and Assurance at Huntswood Compliance

Consulting. Paul has held a number of leadership positions

in regulated financial services firms, previously ran his

ownconsultancy and was the CEO of the Association of

Professional Compliance Consultants. Paul is a member

ofthe Institute of Risk Management and an advisor to the

BarStandards Board. Paul holds a Master’s degree with

distinction in Innovation, Creativity, Leadership

fromCASSuniversity.

Paul Dyer

Chief Operating Officer

Profile

Nick held the position of Director of Legal and Compliance

for Amigo from February 2016 until March 2019, and was

Company Secretary for the Group between November

2013 and June 2019 and Chief Regulatory and Public

Affairs Officer from April 2019 to October 2020. He has

served as Director of Legal and Compliance for various

Group companies since September 2011. Nick became

Chief Restructuring Officer in October 2020. Prior to

joining the Group, Nick was Head of Legal for UK Secured

Lending at Barclays from 2007 to 2011 and before that was

a Solicitor at Bradford & Bingley plc and Yorkshire Building

Society. Nick is admitted as a Solicitor of England and

Wales and holds an LLB from Nottingham Law School.

Nicholas Beal

Chief Restructuring Officer

Other senior managers holding office during the year

Jake Ranson, who was Chief Customer Officer and

amember of the Executive Committee, left the business

on 14 April 2023.

Murray Bailey, who was Chief Credit Risk Officer and

amember of the Executive Committee, left the business

on 28 April 2023.

Candice Openshaw, who was Head of Human Resources

and a member of the Executive Committee, left the

business on 26 June 2022.

Andy Smith, who was Chief Technology Officer (Interim)

and a member of the Executive Committee, left the

business on 30 September 2022.

James Tattersall, who was Operations Director and

amember of the Executive Committee, left the business

on 5May 2023.

Corporate governance statement

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Statement of compliance with the 2018 UK

Corporate Governance Code

Amigo is subject to the 2018 UK Corporate Governance

Code (the “UK Corporate Governance Code”) which was

issued in July 2018 by the Financial Reporting Council and

which is available at www.frc.org.uk. The UK Corporate

Governance Code sets out guidance in the form of

principles and provisions on how companies should

be directed and controlled to follow good governance

practice. Companies listed in the UK are required to

disclose how they have applied the main principles and

whether they have complied with its provisions throughout

the financial year. Where the provisions have not been

complied with, companies must provide an explanation.

Throughout the year to 31 March 2023, the Company has

complied with the provisions set out in the UK Corporate

Governance Code, except for the following matters:

Per provision 11, at least half the Board, excluding the

Chair, should be Non-Executive Directors whom the Board

considers to be independent. For the period 1 April 2022

to 3 October 2022, the Board of five Directors had a majority

of Independent Non-Executive Directors, one of whom

was the Chair, Jonathan Roe. From 3 October 2022, when

JerryLoy joined the Board, the Board of six Directors had

amajority of four Independent Non-Executive Directors,

ofwhich one was the Chair. Following the resignation

ofMaria Darby-Walker and Jerry Loy, both Independent

Non-Executive Directors, the Board has consisted of only

four Directors, two of which, including the Chair, are classified

as Independent Non-Executive Directors. Whilst the Board

is aware that this is not in compliance with the Code, it is

ofthe belief that due to the commencement of the wind

down of the Group that the composition of the Board

isappropriate.

Per provision 12, the Board should appoint one of the

Independent Non-Executive Directors to be the Senior

Independent Director to provide a sounding board for

theChair and serve as an intermediary for the other

Directorsand shareholders. The Company appointed

MariaDarby-Walker as the Senior Independent Director

on6June 2022. Since Maria resigned as a Director

on27March 2023 the Company has not had a Senior

Independent Director. Whilst the Board is aware that this

isnot in compliance with the Code, it is of the belief that

due to the commencement of the wind down of the Group,

and the small size of the Board, that the appointment of

anew Senior Independent Director is not required.

Board of

Amigo

Holdings PLC

Audit

Committee

Risk

Committee

Nomination

Committee

Policies and

procedures

Remuneration

Committee

ExCo

Oversight of

all business,

operating,

conduct and

reputation risks

The right people,

incentivised to be

in the right place

at the right time

todeliver what our

customers want

Doing what we can

forour customers,

as we could,

when we should

Leadership and effectiveness

Governance structure

Per provision 24, the Board should establish an Audit

Committee of Independent Non-Executive Directors, with

a minimum membership of three, or in the case of smaller

companies, two. The Chair of the Board should not be a

member. Throughout the year, the Committee had three

Non-Executive Directors. Jonathan Roe was a member

of the Committee and also was the Chair of the Board,

from 1 April 2022 until 3 October 202, when Jerry Loy was

appointed to the Committee. Following the resignation

of Maria Darby-Walker and Jerry Loy on 27 March 2023,

Jonathan Roe was co-opted onto the Committee, despite

being the Chair of the Board, to ensure the Committee

had at least two Non-Executive Director members. Whilst

the Board is aware that this is not in compliance with the

Code, it is of the belief that due to the commencement of

the wind down of the Group that the composition of the

Committee is appropriate.

Per provision 32, the Board should establish a

Remuneration Committee of Independent Non-Executive

Directors, with a minimum membership of three, or in the

case of smaller companies, two. In addition, the Chair of

the Board can only be a member if they were independent

on appointment and cannot chair the Committee.

Throughout the year, until her resignation as a Director

on 27 March 2023, the Committee was chaired by Maria

Darby-Walker. Following the resignation of Maria, Jonathan

Roe, the Chair of the Board, assumed the role of Chair of

the Committee. Whilst the Board is aware that this is not in

compliance with the Code, it is of the belief that due to the

commencement of the wind down of the Group that the

composition of the Committee is appropriate.

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

The Board has collective responsibility for the long-term

success of Amigo and for its leadership, strategy, control

and management. The purpose of the Company and its

subsidiaries is to offer affordable credit to individuals who

are not able to readily access credit through the mainstream

banking and financial sector. Often our customers have

had problems with credit in the past. The offices of Chair

and Chief Executive Officer (“CEO”) are separate and

distinct and the division of responsibilities between them

has been clearly established, set out in writing and agreed

by the Board. The Chair is responsible for the leadership

and effectiveness of the Board and for ensuring that

eachNon-Executive Director is able to make an effective

contribution to the Board through debate and discussion

with the Executive Directors. The Chair is also responsible

for setting the style and tone of Board discussions. The CEO’s

role is to develop Amigo’s strategic direction (subject to the

Articles of Association and to approval of the shareholders in

general meetings as may be required from time to time) and

to lead senior management in executing Amigo’s strategy

and managing the conduct riskand operational requirements

of the business.

The Non-Executive Directors have a particular responsibility

to ensure that the strategies proposed by the Executive

Directors are carefully examined and fully discussed, that

the performance of the Group is monitored and challenged

against the Company’s risk appetite and formal objectives

and that the financial and management information provided

is comprehensive and accurate. They are also responsible

for ensuring, through the Remuneration Committee, that

appropriate remuneration arrangements are in place for

the Executive Directors.

Operation of the Board

The Board has a formal schedule of matters which are

reserved for its consideration, including approval of the

long-term objectives and strategy, approval of budgets and

financial statements, including the production of the Annual

Report and Accounts, acquisitions and disposals, changes to

the structure of the Group, setting and monitoring the firm’s

culture, and overall conduct and corporate governance issues.

It reviews trading performance and considers major capital

expenditure andthe funding arrangements of the Group.

The Board has delegated certain responsibilities to

formally constituted Committees, details of which are set

out on pages 44 and 45. By delegating key responsibilities

to these Committees, the Board is able to ensure that

adequate time is devoted by Board members tothe

oversight of key areas within their responsibility.

Day-to-day management and control of the business is

undertaken by the Executive Directors together with other

senior managers, who sit on the Executive Committee

(“ExCo”). The ExCo normally meets formally on a monthly

basis together with other senior managers as appropriate.

Board meetings are scheduled to be held ten times a year,

with main meetings frequently linked to key events in the

Group’s financial calendar, with the annual results being

approved at the Annual General Meeting (“AGM”). The

Board meets to approve reports for the financial reporting

periods for the half year ending in September and the full

year ending in March.

Regular agenda items include an overview of the market

and current trading, a detailed review of financial performance

against agreed targets and detailed compliance reports

and risk data, including information on complaints. The

Board, along with key senior managers from the business,

considered future strategy throughout the year. A key

feature over the year has been the ongoing solvency and

conduct issues facing the business. When considering the

business of the Group, the Board is aware of the need

Governance report

Leadership and effectiveness

Role of the Board

Table detailing number of meetings attended (note composition of membership of Committees changed

inthe period; full detail of attendance shown in the individual Committee’s report)

Meeting type

Total meetings

in year

Jonathan

Roe



Michael

Bartholomeusz



Maria

Darby-Walker



Jerry

Loy



Gary

Jennison



Danny

Malone



Kerry

Penfold



Board – scheduled        

Board – ad hoc        

Audit      n/a n/a n/a

Risk      n/a n/a n/a

Remuneration     n/a n/a n/a n/a

Nomination      n/a n/a n/a

1 Jonathan Roe was a Director throughout the year.

2 Michael Bartholomeusz was a Director throughout the year.

3 Maria Darby-Walker was a Director until she stood down as a Director

on27 March 2023.

4 Jerry Loy was appointed as a Director on 3 October 2022 and stood

down as a Director on 27 March 2023.

5 Gary Jennison was a Director until he stood down as a Director on

23September 2022.

6 Danny Malone was appointed as a Director on 6 June 2022 and

announced his resignation subject to working his six months’ notice

period and leaves on 15 November2023.

7 Kerry Penfold was appointed as a Director on 23 September 2022.

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

to have regard to the matters set out in section 172 of the

Companies Act 2006 (see pages 10 to 15) as well as the

significance of environmental, social and governance

(“ESG”) matters.

Budgets are prepared for the next financial year, which

are reviewed and approved by the Board in March.

Therelevant functional head may be asked to attend

such meetings to present relevant reports and deal

withquestions for Board members.

Key focus areas for the Board during the year included:

the implementation of a Scheme of Arrangement to

address historic liabilities arising from the Group’s prior

lending activities; the return to lending; the intensive

search for new funding; meeting the challenges of the

ongoing regulatory scrutiny together with concluding

theenforcement action; and the impact of a deteriorating

economic back drop on the remaining customer base.

Between scheduled meetings the Board is in frequent

contact to progress Amigo’s business and, if necessary,

adhoc Board meetings are held at short notice. It is

expected that all Directors attend Board and relevant

Committee meetings, unless they are prevented from

doing so by prior notified commitments.

Generally, it is Company policy to hold meetings in person

but due to the need to hold many of the meetings at short

notice, given the pressing issues facing the Company,

many of the meetings in the year have been held virtually.

Forthose Directors who are unable to attend meetings

inperson or virtually, they are given the opportunity to

beconsulted and comment in advance of the meeting.

Papers are generally circulated in the week prior to each

Board or Committee meeting to ensure that Directors

have sufficient time to review them before the meeting.

Documentation includes detailed management accounts,

reports on current trading, reports from the main functional

areas including regulation, corporate governance and matters

where the Board is required to give its approval. The Chair

holds regular, informal meetings with the Non-Executive

Directors without the Executive Directors being present.

Board effectiveness

Board performance and evaluation

The UK Corporate Governance Code requires the Board

to conduct an annual evaluation of its own performance

and that of its Committees and Directors. The Company

completed a review this year, using The Chartered

Governance Institute of UK and Ireland, which required

Board members and senior managers to take part in

interviews and to rate their own performance, together

with the performance of the Board and wider management

team together, through the completion of questionnaires.

The Board considered the report in November 2022 and

agreed to work with the recommendations put forward.

Areas covered by the review included the composition

and processes to be followed at the Board and Committee

meetings, topics discussed, behaviours of Board members,

diversity and challenge by members and effectiveness

of the Board in stress situations. In addition to the annual

evaluation exercise there remains an ongoing dialogue

within the Board to ensure that it operates effectively and

that any matters raised are addressed in a timely manner.

The performance of the Executive Directors and senior

managers is considered annually, or at appointment, by

theRemuneration Committee.

Training and support

The training needs of the Board and its Committees are

reviewed and each Director is responsible for ensuring

their skills and knowledge of the Group remains up to

date. Particular emphasis is placed on ensuring that

Directors are aware of proposed legislative and regulatory

changes in areas such as corporate governance, financial

reporting and consumer finance specific issues through

the issue of briefing papers at Board meetings and through

direct training undertaken by our corporate advisors.

AllDirectors visit Amigo’s main office on a regular basis

and areencouraged to familiarise themselves on aspects

ofthe day-to-day business.

Newly appointed Directors would be provided with

induction materials on joining the Board to acquaint them

with the Group. This normally includes meetings with other

Board members and senior management, and general

information on the Group, its policies and procedures,

financial and operational information. There is an agreed

written procedure for Directors, in furtherance of their

duties, to take independent professional advice at the

Group’s expense, if required. Directors also have access

to the services of the Company Secretary. The Group

maintained Directors’ and Officers’ liability insurance

throughout the year and is maintained at the signing

dateof these Report and Accounts.

During the year all Board members, in line with all

employees,were required to complete the online e-learning

modules that have been prepared specifically for the Group.

The e-learning modules cover a wide spectrum of activities,

including compliance, conduct, Consumer Duty, culture,

anti-money laundering, anti-bribery and corruption,

employment-related matters, health and safety, data

protection and cybersecurity. In addition, the Board

received specific refresher training on the Market

AbuseRegulationresponsibilities.

Accountability

The Board has responsibility for determining, with the

assistance of the Audit and Risk Committees, whether

the Annual Report, taken as a whole, is fair, balanced

and understandable to enable shareholders to assess

the Group’s performance, business model and strategy.

In coming to its view, the Board took into account the

views of the Audit and Risk Committees, as well as its own

knowledge of the Group, its strategy and performance

in the year, the guidance given by all contributors to

the Annual Report and a detailed review by senior

management of the overall content.

Corporate governance

Governance report continued

Amigo Holdings PLC

Annual report and accounts 2023

Board composition, structure and diversity

As at the year end the Board comprised the Independent

Non-Executive Chair, two Executive Directors and one

Independent Non-Executive Director. The Chair was

Jonathan Roe and the CEO was Danny Malone. The

Directors’ biographies are on pages 36 and 37. During the

year, Gary Jennison, stepped down as an Executive Director

and CEO on 23 September 2022. He was replaced as CEO

by Amigo’s then CFO, Danny Malone, who in turn was

replaced as CFO by Kerry Penfold, previously the Head

ofFinance at Amigo. During the year, Jerry Loy joined the

Board as a Non-Executive Director, which temporarily

allowed Committee composition to be brought fully into

line with the UK Corporate Governance Code. Following

the announcement of the move into wind down, both

MariaDarby-Walker and Jerry Loy resigned asDirectors

on27March 2023.

Amigo’s policy and approach to diversity at Board level is

described in the Nomination Committee Report on page

50, while Amigo’s commitment to diversity and inclusion

within the workforce, and how it has been implemented,

can be found on page 16.

The change in Directors in the year and the move into

winddown has meant that the measurement of Board’s

diversity and inclusivity has been more challenging than

ifit had a stable Board throughout the period. During

theyear the Company did achieve the target for at least

40% of the Board of Directors to be women (as defined by

themselves) but as at the year end, the female representation

on the Board had dropped to 25%. Given the Amigo business

has moved into wind down, the Board does not believe it

ispracticable to try to attain the target for female Board

representation of 40%. During the year the positions of

Senior Independent Director and CFO were held by

separate women. Throughout the year at least one

member of the Board was from a minority ethnic

background (as defined by themselves).

The Board believes the information disclosed in the

tablesbelow are a fair way to disclose information about

theCompany’s effort to comply with the FCA’s guidance

on Diversity, Equity and Inclusion, as at 31March 2023.

Reporting on sex/gender representation at Board and Executive Management level

Gender

Number of

Board members % of the Board

Number of

senior positions

on the Board

Number in executive

management (excluding

Executive Directors)

% of

Executive

Committee

Men  %   .%

Women  %   .%

Reporting on ethnicity categories at Board and Executive Management level

ONS ethnicity category

Number of

Board members % of the Board

Number of

senior positions

on the Board

Number in executive

management (excluding

Executive Directors)

% of

Executive

Committee

White British or White other  %   .%

Mixed Ethnic  %   .%

Independence

After careful consideration the Board is confident that all of

the Non-Executive Directors during the year satisfied the

independence criteria of the UK Corporate Governance Code

on their appointment and continued to satisfy those criteria.

Jonathan Roe was independent on appointment, having

never been employed by the Group and having diverse

business interests beyond the Group, and in the opinion

ofthe Board has remained independent during his time as

Chair. Maria Darby-Walker was Senior Independent Director

until her resignation as a Director on 27March2023. As well

as supporting the Chair and acting as a sounding board for

the Chair and an intermediary for other Directors, a key

responsibility for the Senior Independent Director is to be

available for direct contact from shareholders should they

wish to do so.

Prior to his appointment as a Non-Executive Director, Michael

Bartholomeusz engaged in a one-off short-term consultation

exercise to identify possible improvements to the risk

function of the Company. The Board is satisfied that Michael

Bartholomeusz has remained independent throughout the

period of his appointment as a Director. Jerry Loy joined the

Board during the year and was adjudged to be independent

on appointment, and throughout the period until his

resignation on 27March 2023.

Commitment and conflicts of interest

All significant commitments which the Directors have

outside Amigo are disclosed prior to appointment and on

an ongoing basis when there are any changes. The Board

is satisfied that each of the Non-Executive Directors commits

sufficient time to their duties and fulfils their obligations

toAmigo. The Board has the right, under the Articles of

Association, to approve potential situational conflicts of

interest. During the year, a small number of such potential

conflicts relating to Directors’ own remuneration arrangements

were considered, in each case with the relevant Director

not taking part in any decision relating to their

own position.

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Directors are also aware that the disclosure and authorisation of any potential conflict situation does not detract from their

requirement to notify the Board separately of an actual or potential conflict in relation to a proposed transaction by the Group.

Board independence and Committee membership – Directors as at 31 March 2023

Name Independent

Audit

Committee

Nomination

Committee

Remuneration

Committee

Risk

Committee

Jonathan Roe Ye s

Michael Bartholomeusz Ye s

Danny Malone No

Kerry Penfold No

Key: Member Chair

Internal controls and risk management framework

The Board follows an internal control and risk management

framework, which includes the following key elements:

•

a clear schedule of matters which require approval at

Board level;

•

a policy in relation to delegation of authority and the

limitations which apply;

•

comprehensive costs budget prepared for the Group,

and individual business units;

•

ongoing monitoring of the performance of the Group,

and individual business units, against budgets with

reports given to the Board on a regular basis;

•

internal audit assessments, both with respect to

financial matters and business matters, discussed with

management and the Audit Committee together with

corrective actions agreed and monitored;

•

a centralised financial reporting system and process,

with controls and reconciliation procedures designed to

facilitate the production of the consolidated accounts;

•

assessment of accounting standard changes with both

the external auditor and the Audit Committee;

•

documented policies made widely available to employees

in relation to anti-bribery and corruption, anti-money

laundering, data export controls and whistleblowing;

•

an ongoing review of the principal risks which face

the Group, in addition to the assessment undertaken

by the Audit Committee in preparing the viability

statement; and

•

regular reports in relation to finance, tax and treasury

given to the Audit Committee.

Relations with shareholders

The Board is keen to ensure that our shareholders have a

good understanding of the business and its performance,

and that the Directors are aware of any issues or concerns

which shareholders may have. Communication with

shareholders takes a variety of forms. The Company has

a dedicated Investor Relations Director who regularly

corresponds with all shareholders. In reality the share

of whom invest into the Company through well known

shareholding aggregators: such as Hargreaves Lansdown,

Interactive Investor and Halifax Share Dealing to name the

three largest on our share register at the year end.

For institutional shareholders and analysts

During the year there was dialogue with shareholders,

holders of the Senior Secured Notes and analysts

including dial-in and individual meetings after the

announcement of the year-end, half year and quarterly

results. The investor presentations prepared for the

periodic results are placed on the Company’s website

forall investors to see.

The Board receives reports and feedback on the meetings

held between the Executive Directors and shareholders,

and internally circulates copies of analysts’ reports on the

Group. The Chair of the Board and the Senior Independent

Director are available to shareholders if they have concerns

about governance issues which the normal channels of

contact fail to resolve.

For retail shareholders

The Board is aware that as at the signing date the

Company’s shares are nearly all owned by retail investors.

As a consequence of this transition from institutional to

retail investor ownership the Board has spent time and

resources liaising with shareholder groups representing

retail investors and made efforts to ensure the investor

presentations prepared for the periodic results are

understandable and accessible by retail investors.

Corporate governance

Governance report continued

Amigo Holdings PLC

Annual report and accounts 2023

Annual General Meeting (“AGM”)

Amigo will hold its fifth AGM on 27 September 2023. The notice of the AGM will be sent to shareholders at least

14days before the meeting. All substantive items of business at shareholders’ meetings are dealt with under separate

resolutions, including a resolution to receive the Annual Report and Accounts. Shareholders will be able to submit

individual questions as part of the AGM process.

Website

The Group maintains a website (www.amigoplc.com) with a dedicated investor relations section. All Company

announcements are available on this site, as are copies of slides used for presentations to investment analysts.

Queriesfrom investors should be sent by email to investors@amigo.me.

Board Committees

The Board has delegated certain responsibilities to standing Committees, details of which are set out below. By delegating

key responsibilities to these Committees, the Board is able to ensure that adequate time is devoted by Board members

to the oversight of key areas within their responsibility.

Committee Key function, responsibility and area of expertise

Audit

•

Oversees the remit of, appoints, decides remuneration of, monitors and reviews the effectiveness

of the Company’s Internal Audit provider in the context of the Company’s overall risk management

system. Ensures findings are investigated and actioned appropriately.

•

Oversees the remit of, appoints, decides remuneration of, monitors and reviews the effectiveness

ofthe Company’s external audit provider.

•

Assists the Board in monitoring the Group’s financial reporting process and the integrity of the

Group’s periodic financial statements, including reporting of financial performance to the market.

•

Advises the Board whether the Annual Report and Accounts, taken as a whole, is fair, balanced and

understandable and provides the necessary information for shareholders to assess the Company’s

position, performance, business model and strategy.

•

In conjunction with the Risk Committee, reviews the effectiveness of the Group’s system of internal

controls and ensures adequate whistleblowing procedures are in place.

Nomination

•

Regularly reviews the structure, size, composition and skill set of both the Executive and Non-Executive

Directors. Considers succession planning, Director resignation and re-election at AGMs, including

identification of appropriate candidates to fill vacant or new roles.

•

Develops, regularly reviews and makes recommendations on the Company’s approach to

governance practices including monitoring any conflicts of interest.

•

Considers ongoing educational and training needs of the Board in relation to changing requirements

in the market.

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Committee Key function, responsibility and area of expertise

Risk

•

Advises the Board on the Company’s overall risk appetite, tolerance and strategy taking into

account the factors influencing the approach to risk. Considers the risk policies in place and ensures

they form part of a robust assessment of the risks including those affecting our business model,

future performance, solvency, liquidity, operational resilience, business continuity and business

disaster recovery.

•

Regularly reviews and approves the parameters used in measuring risk and the methodology used to

assess such risks. Considers procedures and in conjunction with the Audit Committee sets standards

for accurate and timely reporting of large exposures and risks adjudged to be of critical importance.

•

Considers fraud matters and ensures procedures are in place to deal with applicable legal and

regulatory requirements including consideration of anti-money laundering practices and customer

and conduct risk. Reviews systems and controls for determining correct ethical behaviour and the

prevention of bribery, corruption and modern slavery.

•

On an ad hoc basis, considers matters on behalf of the Board including acquisitions, disposals and

new products.

•

Reviews the activities of the Chief Risk Officer including considering the appointment and removal

ofsaid officer.

•

In conjunction with the Audit Committee, reviews the effectiveness of the Group’s system of internal

controls and ensures the adequacy of the Group’s Compliance function.

Remuneration

•

Determines the terms and conditions of employment of each of the Board, Executive Directors,

senior management and Company Secretary. Determines the remuneration policy, which includes

termination and compensation payments, pension arrangements and expenses, taking into account

relevant laws and regulations.

•

Determines all aspects of share incentive arrangements in consultation with shareholders. Sets and

designs appropriate performance targets and criteria including determining when payments should

be withheld or clawed back from an Executive Director.

•

Liaises with the Nomination Committee to ensure remuneration for newly appointed Executive

Directors fits within the remuneration policy.

•

Oversees workforce policies and practices to make recommendations to the Board to promote

thelong-term success of the Group and align with strategies and values.

•

Responds to matters raised during the AGM by shareholders in relation to the remuneration policy.

Formal terms of reference for the Audit Committee, Nomination Committee, Risk Committee and Remuneration

Committee have been approved by the Board and are available on request or to download from the Group’s website.

The Group also has a Disclosure Committee, which is responsible for managing the disclosure of information by the

Group in compliance with its obligations under the Market Abuse Regulation, the Financial Conduct Authority’s Listing

Rules, and the Disclosure Guidance and Transparency Rules. The Disclosure Committee is comprised of the members

of the Board and other senior managers, if appropriate, but due to the time pressures associated with considering such

disclosure matters, may at times not include all Directors. Given the small size of the Board, most matters covered by the

Disclosure Committee were dealt with by ad hoc Board meetings. Where it was not possible to hold a Board meeting,

anad hoc Disclosure Committee meeting was held. During the year to 31 March 2023 the Disclosure Committee held

twomeetings.

Disclosure Guidance and Transparency Rules disclosure

The information required by DTR 7.2 is set out in this report, the Nomination Committee Report, the Risk Committee

Report and the Audit Committee Report, except for information required under DTR 7.2.6, which is set out in the

Directors’ Report.

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Audit Committee report

Overview

I am pleased to present the Audit Committee Report. The

Committee’s key responsibilities include monitoring the integrity

of the Group’s financial reporting and internal controls and

overseeing the internal and external audit processes and

arange of other corporate governance activities.

During the year, the Committee devoted particular

attention to significant financial reporting areas including:

the Group’s published financial statements, being the

Quarterly, Interim and Annual Reports and Accounts;

provisioning for complaints, loan impairment, going

concern and viability statements issues.

The Committee has devoted much time to consideration of

the provisioning methodology to be used when considering

the evaluation of potential redress for complaints. The

Committee also continued with the evaluation of IFRS 9

issues and the implications for our continuing impairment

rate calculations. This work has been undertaken in

conjunction with the Risk Committee.

Over the year the Committee considered implications

ofthe complaints situation and the impact of a Scheme

ofArrangement on the long-term financial viability of the

business. The Committee had to consider the implications

of both the success and failure of the proposed Schemes of

Arrangement to be sanctioned by the Courts, on financial

reporting and in terms of whether the going concern basis

was the correct basis on which to prepare this report. The

Committee will continue to monitor the financial performance

and position of Amigo, ensuring reporting remains fair,

balanced and understandable as well as reflective of the

underlying evolving economic environment in which

Amigooperates.

The Committee has followed and considered the

continuing long-term impacts of Covid-19, the worsening

underlying economic situation including the substantial

rise in inflation and, in conjunction with the Risk Committee,

devoted time to the potential impact on impairment rates.

Another key role of the Committee has been the

management of the Internal Audit function provided by

Pricewaterhouse Coopers LLP (“PwC”). Work undertaken

has included the approval of the overall Internal Audit plan,

consideration of individual areas of work and the review

of findings from the reports undertaken, including work

undertaken on agreed management actions.

I would like to thank the members of the Committee for

their hard work and commitment over the last year.

Michael Bartholomeusz

Chair of the Audit Committee

27 July 2023

Committee members

Members at the year end Meetings Attendance

Michael Bartholomeusz



 

Jonathan Roe



 

Members during the year

Maria Darby-Walker



 

Jerry Loy



 

1 Michael Bartholomeusz was a member throughout the year.

2 Jonathan Roes was a member until he stood down on

7October2022. He was re-appointed on 27 March 2023.

3 Maria Darby-Walker was a member until she stood down

on27March 2023.

4 Jerry Loy was appointed on 3 October 2022 and stood down

asa member on 27 March 2023.

Focus areas for 2023

•

Considering the impact of the commencement

ofwind down.

•

Considering the impact of the worsening economic

environment on the loan book.

•

Continuation of assurance reporting.

•

Ensuring the internal whistleblowing safeguards

are visibly aligned with the requirements of

the business.

•

Merging the activities of the Audit and Risk

Committees going forward now that wind down

has commenced.

Text to be supplied

Audit Committee report

Michael Bartholomeusz

Chair of the AuditCommittee

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Committee composition

The members of the Committee during the year were

Michael Bartholomeusz, who acted as Chair, Jonathan

Roe, and Maria Darby-Walker and Jerry Low. The year saw

considerable changes to the Committee membership.

The changes initially resulted from the Board’s desire to

address the requirements of the UK Corporate Governance

Code and increase the differentiation between the Audit

and Risk Committee by ensuring each Committee had

a separate Chair. The Board actively sought a suitable

replacement seeking to recruit a replacement Chair of the

Committee and Jerry Loy was recruited to the Committee

on 3 October 2022, with the intention that Jerry would be

appointed as Chair of the Committee following approval

from the FCA. Following Jerry Loy’s appointment,

Jonathan Roe stepped down from the Committee.

Following the announcement that Amigo had moved

into wind down, both Jerry Loy and Maria Darby-Walker

resigned from the Board and the Audit Committee. The

Committee currently consists of Michael Bartholomeusz

and Jonathan Roe, who was co-opted to the Committee

upon the resignation of Jerry and Maria.

The Board considers all members of the Committee

tobeindependent.

Roles and responsibilities

The principal duties of the Audit Committee were:

Financial reporting

•

Monitor the integrity of the Annual, Interim and Quarterly

Reports and Accounts.

•

Review and report to the Board on significant financial

reporting issues, estimates and judgements, particularly

in relation to accounting for complaints and IFRS 9.

•

Review the assessment of viability following the

unsuccessful capital raise and the cessation of new

business and on whether the basis for preparing Amigo’s

financial statements is not on a going concern basis.

•

Review the reporting implications on the financial

statements based on the status of the two separate

Scheme of Arrangement applications, and consider any

implications arising from the sanctioning of the Scheme

of Arrangement in May 2022.

•

Review of reporting on ESG and Task Force on

Climate-related Financial Disclosure (“TCFD”) related

matters within the Annual Report.

Internal controls

•

Keep Amigo’s internal financial controls under review.

•

Consider the effectiveness of internal control systems.

•

Direct and review the activities of the Internal Audit

function provided by PwC.

Whistleblowing

•

Review the adequacy and security of Amigo’s

whistleblowing arrangements, ensuring appropriate

arrangements are in place for employees to raise

concerns confidentially and to have those concerns

adequately investigated without repercussion to them,

and to ensure there is a mechanism in place to deal

proportionately with outcomes from those investigations.

External audit

•

Consider and make recommendations to the Board,

to be put to shareholders for approval at the Annual

General Meeting (“AGM”), in relation to the appointment

or re-appointment of Amigo’s external auditor.

During the year, KPMG resigned as auditor, and was

replaced by MHA.

•

Oversee the relationship with the external auditor,

approve the remuneration for audit services and develop

the policy governing the use of the external auditor to

provide non-audit services.

•

Approve the external auditor’s terms of engagement.

•

Assess annually the external auditor’s independence

and objectivity.

•

Discuss with the external auditor the factors that could

affect the audit quality and review and approve the

annual audit plan.

•

Review the findings of the external audit engagement.

•

Provide the opportunity for the external auditor to meet

with the Committee without the executive management

present in order to raise any concerns or discuss matters

relating to the audit work.

The Committee receives regular updates on regulatory,

accounting and reporting developments and their

application to Amigo.

Meetings and attendance

The Committee held five meetings during the year.

Attendance at these meetings by the Committee members

is shown in the table on page 40. On each occasion the

CEO, CFO other senior members of the executive team

attended, including the Chief Risk Officer. The external

auditor attended meetings when matters relating to the

financial reporting cycle were discussed. Attendance

byrepresentatives of the internal auditor occurred on

anadhoc basis when Internal Audit output was reviewed.

Text to be supplied

Corporate governance

Audit Committee report continued

Amigo Holdings PLC

Annual report and accounts 2023

Meetings and attendance continued

There is an opportunity at each meeting for the Committee

to discuss matters privately with the internal and external

auditors without management present. Outside of scheduled

meeting times, the Chair of the Committee maintains regular

contact with both the internal and external audit partners, to

discuss matters relevant to Amigo. The Committee’s terms

of reference are available on Amigo’s website and these are

reviewed annually and updated where necessary to reflect

changes in the responsibilities of the Committee. In addition,

the Committee will conduct a review of its own performance

on an annual basis and considers steps for future improvement

taking input from the members of the Committee, the

internal and external auditors and senior members of

theexecutive team.

Key priorities for the coming year are the: continuation of

the wind down of the business, the oversight of any external

assurance reporting and the firm’s own assurance reporting,

especially in relation to ensuring customer interests and

conduct risk is considered; oversight of the impact of the

worsening economic environment on the wind down of

the loan book; and ensuring the internal whistleblowing

safeguards are visibly maintained. Given the aforementioned

financial issues, the Committee will continue to monitor

whether the Group continues to operate on a solvent

basis and continue to consider the implications of the

commencement of wind down on the preparation of the

financial statements.

Key activities of the Audit Committee

in2022/23

The Committee met five times during the year and the

following activities were undertaken:

•

reviewed and considered significant issues relevant

to the Annual Report and Accounts for the year ended

31March 2022 including confirmation of the application

of Amigo’s accounting policies and any material changes

to financial reporting requirements;

•

reviewed and considered significant issues relevant

to the unaudited Quarterly Report and Accounts to

30June 2022;

•

reviewed and considered significant issues relevant

to the unaudited Interim Report and Accounts to

30September 2022;

•

reviewed and considered significant issues relevant

to the unaudited Quarterly Report and Accounts to

31December 2022;

•

reviewed and approved Amigo’s method for the

assessment of adequate provisions to cover the

ongoing costs of complaints. Work included challenge

of assumptions used by management in preparing the

complaints’ provisions and on the implementation of the

appropriate methodology for calculating the provision

given the change in approach to the calculation of

the provision for complaints at the year end after

commencement of wind down;

•

reviewed and approved Amigo’s method for the

assessment of impairment provisions in accordance

with IFRS 9. Work included challenge of management

assumptions used when preparing IFRS 9 provisions,

and its relationship to the remaining Covid-19

forbearance provisioning undertaken;

•

reviewed, considered and agreed the need for an

impairment in the carrying value of subsidiaries within

the Group;

•

reviewed the external auditor’s audit planning report

for the year ended 31 March 2023. Work included

discussion with the audit team about the ongoing audit

and level of scrutiny required during the audit process;

•

reviewed and approved the audit fee for the interim

and final audit work resulting from the agreed external

auditor’s strategy and plan;

•

in conjunction with the Risk Committee, reviewed the

effectiveness of the Group’s system of internal control

(including financial and operational);

•

reviewed the going concern and viability statements,

focusing on key judgements, assumptions and estimates

underlying the Group’s plans. Work included challenge

of management assumptions used in determining going

concern and viability and took into consideration the likely

possible outcomes, including whether the FCA would

approve the return of Amigo to lending and support a new

Scheme of Arrangement. The work included considering

ifthe Company had reasonable prospects of continuing

asa viable business or as an orderly wind down or could

berequired to enter into an insolvency arrangement;

•

reviewed and considered significant issues relevant

to the Annual Report and Accounts for the year ended

31March 2023 including confirmation of the application

of Amigo’s accounting policies and any material changes

to financial reporting requirements, especially given the

move into wind down from March 2023;

•

reviewed and approved the Internal Audit plan from PwC

and reviewed various reports throughout the year;

•

reviewed and maintained the whistleblowing policy

and ensured any reports made under the policy were

appropriately investigated and followed through to

conclusion; and

•

assessed the effectiveness of the Internal Audit function

by reference to the quality, experience and expertise of

the team provided by PwC, and by reviewing periodic

and individual reports on specific areas of interest.

During the year, Internal Audit focused on:

–

fraud and anti-money laundering;

–

underwriting, affordability and creditworthiness;

–

financial promotions, including product governance;

–

IT general controls and cyber governance; and

–

pre and post-assurance reports on strategy, target

operating model, compliance, risk assessment,

arrears management, TCF and dealing with

vulnerablecustomers.

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Auditor effectiveness and independence

The Committee considered MHA’s effectiveness by reference to the audit plan, including the key risks identified and

the materiality adopted, its performance against that plan and its relevant experience of both the non-standard finance

sector and Amigo’s business and operations. MHA’s current internal quality control measures were also evaluated.

Further details of the audit engagement partner, engagement date and length of tenure are provided in the Independent

Auditor’s Report on pages 81 to 87.

The Committee has also considered the objectivity and independence of the external audit, noting both the statement

of independence provided by MHA and the absence of any known conflict of interest between Amigo and MHA.

TheCommittee’s policy is that MHA will only be engaged to perform non-audit services in exceptional circumstances

and, even then, only with the prior approval of the Committee. In the year ended 31 March 2023 MHA were asked to

undertake work on the Financial Position and Prospects Procedures (‘FPPP’), as part of the work required to support

thefund raise, which was abandoned when Amigo went into wind down. The total cost of this work was £38,000.

Detailsof audit fees paid to MHA are provided in note 7 to the consolidated financial statements.

There was a tender of audit services in Summer 2022 when MHA was appointed as auditor to the Group.

Financial reporting

The Committee reviewed and provided input into the audit scope and audit plan provided by MHA. In evaluating key

issues and areas of judgement relevant to the consolidated financial statements, the Committee reviewed MHA’s audit

findings and observations and considered the following significant issues:

Issue How the Committee addressed the issues

IFRS 

•

Determination of a “significant increase” in credit risk.

•

Consideration of expected credit loss profiles and rationale provided by management.

•

Consideration of the impact of present value discounting on Expected Credit Loss

(“ECL”)reporting.

Conduct risk

(includingcomplaints)

•

Consideration of impact of regulatory scrutiny on activities of the business.

•

Consideration of regulatory redress payable from complaints, taking into account the impact

ofthe Scheme of Arrangement.

•

Consideration of changes required to meet changes in regulatory requirements and environment

over the period, including output from the increased third-party assurance work undertaken.

•

Considered uncertainties surrounding the outcomes associated with the provision.

Going concern

•

Consideration of a risk to going concern resulting from the financial commitments due to

redress payable on upheld complaints.

•

Consideration of the impact of not being a going concern on the basis of preparation of the

AnnualReport and Accounts.

•

Consideration of short, medium and long-term funding requirements considering complaints

andimpact of the deteriorating economic situation on impairment levels.

Recoverability of parent

company investment

insubsidiaries

•

Annual review of carrying value of investment in subsidiaries against forward-looking

economic valuation of subsidiaries.

•

Consideration of likely movements and changes in valuation resulting from future originations

andfuture debt recoverability.

•

Consideration of the cash-generating unit associated with subsidiary undertakings.

Text to be supplied

Corporate governance

Nomination Committee report

Amigo Holdings PLC

Annual report and accounts 2023

Overview

I am pleased to introduce our Nomination Committee

Report for 2022/23, which explains the Committee’s

focus and activities during the year, which by anyone’s

standard has been a challenging period for Directors and

management. The focus of the Committee has continued

to be on seeking to ensure that the size, composition and

structure of the Board are appropriate for the delivery of

the Group’s strategic objectives and dealing with the many

challenges it is facing. A task not made any easier by the

fluctuating progress with obtaining an approved Scheme

of Arrangement over the period and the commencement

ofwind down from March 2023.

Committee composition

I have been Chair of the Nomination Committee

throughout the review period. The members of the

Committee during the year were Jonathan Roe, who acted

as Chair, Michael Bartholomeusz, Maria Darby-Walker

andJerry Low. The year saw considerable change to the

Committee membership. The changes initially resulted

from the Board’s desire to increase the differentiation

between the various Committee memberships. Following

Jerry Loy’s appointment, Michael Bartholomeusz stepped

down from the Committee. Following the announcement

that Amigo had moved into wind down, both Jerry Loy

andMaria Darby-Walker resigned from the Board and the

Nomination Committee. The Committee currently consists

of Jonathan Roe and Michael Bartholomeusz, who was

co-opted to the Committee upon the resignation of Jerry

andMaria. All the current Committee members are

considered by the Board to be independent.

Roles and responsibilities

The key responsibilities of the Nomination Committee are

to identify, evaluate and nominate candidates for appointment

to the Board, to review regularly the structure, size and

composition (including skills, knowledge and experience)

of the Board and to make recommendations to the Board

with regard to any adjustments that are deemed necessary.

The Committee is also responsible for considering the

Company’s succession plans for Board members and

senior management, taking into account the challenges

and opportunities facing the Company and the skills and

expertise that are needed on the Board in the future. The

Committee is responsible for reviewing membership of

theBoard’s Committees to ensure sufficient resource is

available for the Board Committees to operate effectively.

Committee members

Members at the year end Meetings Attendance

Jonathan Roe



 

Michael Bartholomeusz



 

Members during the year

Maria Darby-Walker



 

Jerry Loy



 

1 Jonathan Roe was a member throughout the year.

2 Michael Bartholomeusz stepped down as a member of

theCommittee on 3 October 2022 but was re-appointed

on27March 2023.

3 Maria Darby-Walker was a member throughout the year until

shestood down on 27 March 2023.

4 Jerry Loy was appointed as a member on 3 October 2022

andstood down as a Director on 27 March 2023.

Focus areas for 2023

•

Maintenance of the Board with the appropriate

skillset to manage the orderly wind down of the

Amigo businesses.

•

Replacement of the CEO, when Danny Malone

completes serving out the notice period on his contract.

Text to be supplied

Jonathan Roe

Chair of the Nomination Committee

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Key activities of the Nomination Committee

inthe year

The Committee held seven meetings during the year.

Attendance at these meetings by the Committee members

is shown in the table on this page.

This year has not been without its challenges for the

Committee. Key activities during the year included:

•

reviewing the composition of the various Board Committees;

•

supporting the appointment of Danny Malone as CEO,

and Kerry Penfold, as CFO; and

•

reviewing the skill set of the Board and senior

management and initiating a training programme to

meet identified training requirements, particularly in

relation to the maintenance of the Senior Managers and

Certification Regime, treatment of preferential creditors

and Schemes of Arrangement.

The issues of succession planning and Board structure

will remain the ongoing focus of the Committee during the

course of the forthcoming year with the commencement

ofwind down.

The Committee had been actively seeking to build

the Board and identify skills shortages and had made

significant headway in attaining the targets on Board

gender and ethnicity but was hampered in its ability to

meet the continuing requirements following the start of

wind down. Maintaining the skills composition will be

akeyconsideration as we develop over the next year.

The Group has asked all Directors to stand for re-election

at this year’s AGM. This is in accordance with best practice

identified in the UK Corporate Governance Code. On

15May 2023, Danny Malone resigned as Director and

CEO. Danny is currently working out his six months’

periodof notice.

The Committee completed an external evaluation of

the Board this year, using the Corporate Governance

Institute of UK and Ireland. The Committee considered

theoutcomes of the review in November 2022.

Diversity

The Company’s policy is not to discriminate against any

individual on any basis. The Board members are aware

from their own experiences that a wider, diverse pool of

talent is more likely to result in the Company making better

informed decisions. The Board has actively sought to meet

the objective of trying to recruit more women and individuals

from diverse backgrounds for both senior management and

Director roles and had made significant headway in attaining

the listed company targets for Board gender and ethnic

diversity. Unfortunately, the commencement of wind down

resulted in resignations to the Board and given the size of

the remaining Board, the Committee will find it difficult to

prepare plans to bring the Company back into line with the

diversity targets for listed companies for the Board and

senior management team.

The Board currently consists of only four people. The

Board believes that Amigo would be best served by

maintaining a diverse Board with a suitable range of skills,

experience and knowledge across all the Board members

but given the wind down is underway, the Board does not

believe it is practicable or appropriate to actively expand

the Board at this time.

Jonathan Roe

Chair of the Nomination Committee

27 July 2023

Text to be supplied

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Risk Committee report

Specifically,as a Committee we have taken a closer look at

areas such as responsible lending (including affordability)

and the treatment of vulnerable individuals. In relation

to lending to customers we have taken into account the

regulatory landscape when developing a strategy for the

responsible return to lending, albeit, that return proved

short lived.

The Committee has also extensively monitored the

Group’sliquidity position during the year, to ensure that

theGroup maintained adequate access to funds and

astrong cash position. At the end of the year, the Group

had net unrestricted cash of £62.4m.

The Committee has continued to enhance and embed an

appropriate risk culture as the Group evolves. Areas of focus

have included building a robust platform for the return to

lending, business continuity planning, consideration of

operational resilience and data and cyber risk.

The Committee reviewed and updated the Company’s

riskappetite statement for formal approval by the Board.

The Committee oversaw regular reviews of the risk report

and quarterly credit loss forecasts.

One of the areas of uncertainty facing the business was

thedeteriorating underlying economic conditions, the

returnof significant inflationary pressures and the continuing

fallout from Covid-19 and Brexit. This deterioration has had

a significant adverse effect on many of our stakeholders,

especially our customers and employees. In this regard,

we have considered the appropriate scenarios and stress

tests that should be applied and the potential impact

onthebusiness.

Increasingly over the year the Committee, in tandem

with the Audit Committee, considered the implications

of the complaints situation. The Committee had to also

consider the implications of the move into the fallback

Scheme following the failure to meet the conditions

precedent of the Scheme of Arrangement approved by

the Court in May2022. This presented real challenges

for the Committee and the Board to consider, with the

implicationson solvency and viability.

Moving forward, the Committee will continue to monitor

and assess the risks facing the Group and provide valuable

insight into what is looking to be a challenging operating

environment as it completes the wind down. Iwould like

to thank my colleagues and members of the Committee

for their hard work and commitment over the last

twelve months.

Risk Committee

The principal purpose of the Committee is to assist the

Board in its oversight of risk within Amigo, with particular

focus on risk appetite, risk profile and the effectiveness

ofAmigo’s internal controls and risk management systems

from both the Company’s and customers’ perspective.

Overview

I am pleased to present the Risk Committee Report.

The Committee’s key role is to provide oversight of and

advice to the Board on the management of risk across

theorganisation, balancing the agenda between risk

exposure and the future risk strategy of the Group.

The Committee had a full agenda in the year which

involved oversight of ongoing risks associated with

lending to Amigo’s customers, managing the impact of

a deteriorating economic backdrop, residual Covid-19

issues and Covid-19 forbearance on the business, and

dealing with the consequences of historic complaints

activity against Amigo, including the possible impact and

subsequent fallout arising from the move into the fallback

Scheme of Arrangement, together with resolving and

settling the investigations by the FCA.

A key part of the Committee’s work was to oversee the:

continued development of an enhanced risk management

framework, building on a detailed root cause analysis

exercise performed to identify the reasons for past

failings; and the assessment of impairment across the

various loan cohorts. We also had a full regulatory agenda.

Committee members

Member Meetings Attendance

Michael Bartholomeusz



 

Jonathan Roe



 

Members in the period

Maria Darby-Walker



 

Jerry Loy



 

1 Michael Bartholomeusz was Chair and a member throughout

the period.

2 Jonathan Roe was a member throughout the period.

3 Maria Darby-Walker was appointed on 12 October 2020

andstepped down from the Committee on 7 October 2022.

4 Jerry Loy was appointed to the Committee on 3 October 2022

and stood down from the Committee on 27 March 2023.

Focus areas for 2023

•

Review of emerging risks.

•

Enhancement of the policies and standard framework

•

Management of risk management and reporting

system and the wind down of CAMMS system.

•

That risks associated with the wind down and

cessation of lending are properly considered

and overseen.

•

That appropriate actions are taken to mitigate

risks to customers and the firms arising from

aworsening economic environment.

Text to be supplied

Michael Bartholomeusz

Chair of the RiskCommittee

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Membership and attendance

The Committee is drawn from the Non-Executive Directors.

The CEO, CFO, Chief Risk Officer, Chief Restructuring

Officer and Company Secretary normally attend all Risk

Committee meetings. Other interested parties are also

invited to attend Committee meetings, as appropriate.

TheCommittee met 4 times during the year. Attendance

atRisk Committee meetings is set out on page 40.

Cross-membership between each of the Board’s

Committees ensures that all material risks and related

issues are appropriately identified, communicated and

taken into account in the decisions taken by each

Committee and the Board.

Role and responsibilities

The Board has delegated the oversight of risk management

to the Committee, although the Board retains overall

accountability for Amigo’s risk profile.

The Committee’s primary functions include:

•

considering the risks to consumers (conduct) as well

asrisks to the business (prudential);

•

advising the Board on the Group’s overall risk appetite,

tolerance and strategy taking into account the factors

influencing the approach to risk;

•

considering the risk policies in place and ensuring they

form part of a robust assessment of the risks including

those affecting our business model, future performance,

solvency, liquidity, operational continuity, business

continuity and business disaster recovery;

•

regularly reviewing and approving the parameters used

in measuring risk and the methodology used to assess

such risks;

•

considering fraud matters and ensuring procedures

arein place to deal with applicable legal and regulatory

requirements including consideration of anti-money

laundering practices and customer and conduct risk; and

•

reviewing the activities of the Chief Risk Officer

including considering appointment and removal.

Key activities of the Risk Committee

during2022/23

During the year, the Committee reviewed all material,

financial, operational and compliance controls, identified

key risks affecting the Company and reassessed and

confirmed the Group’s risk appetite statement and target

residual ratings for each of the principal risks. The principal

risks are set out on pages 29 to 33.

The Committee has focused on ensuring that appropriate

risk management strategies were implemented, monitored

and reported effectively within the overarching Group-wide

risk management framework. The Committee continued

to develop an effective enterprise risk management

framework, improving the detailed analysis of the principal

risks faced by the business. During the period the

Committee focused on the following matters:

•

in consideration of the changed regulatory

environment,the need for improved risk maturity

andculture assessments development and review

ofthe risk management framework and risk appetite

aspart of a risk transformation exercise, including

improvedKRI identification and management;

•

the ongoing review and identification of action plans

put in place to mitigate risks, resulting in strengthened

three lines of defence, including the development and

implementation of a new Group wide risk management

systems (called CAMMS);

•

considering the assurance plan, including the

management of overdue audit and assurance issues;

•

considering the conduct risks, identified through a

Root Cause Analysis, impacting the return to lending

by Amigo, with enhanced monitoring of vulnerability,

affordability, responsible lending and arrears

management issues;

•

considering the impacts of inflation, worsening

economic situation and legacy issues from Covid-19

andthe application of Covid-19 forbearance measures;

•

considering the impacts and implications arising out

ofany non-lending related complaints activity;

•

a regular review of the loan loss forecast data for input

into provisioning under IFRS 9 for the impairment rate;

•

considering financial crime and fraud related risks; and

•

review of Operational Resilience Report and monitoring

people attrition rates.

Areas of focus in 2023/24

The Committee will continue to monitor the Company’s

risk management framework during 2023/24. Key tasks

include: monitoring the risks associated with wind down;

review emerging risks that may impact on the orderly

wind down of the business; the maintenance of the

policies and standard risk framework; the continued

management and reporting through the CAMMS system;

and that appropriate actions are taken to mitigate risks

to customers and the firm arising from a worsening

economic environment. Ensuring the merged Risk and

Audit Committees address and maintain appropriate

reporting lines.

Michael Bartholomeusz

Chair of the Risk Committee

27 July 2023

Text to be supplied

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Directors’ remuneration report

Business context for 2022/23

The fifth year of Amigo as a public company has continued

to be a period of significant change and major challenge

for the business. At a headline level many of the financial

measures were improved substantially by the sanctioning

of the New Business Scheme in May 2022. As noted in the

Financial Review on pages 24 and 25, the move into the

Fallback Scheme facilitated a fundamental change to the

business, as it moved into an orderly wind down. This change

in approach continued the trend that had seen the business

reduce in size in the year to 31 March 2023: the net loan book

reduced by 67.1% to £45.4m (FY22: £138.0) and Revenues fell

by 78.4% year-on-year to £19.3m (FY22: £89.5m), reflecting

the loan book reduction with limited new lending over the

period, which terminated in March 2023.

Director changes in the period

As announced on 6 June 2022, Danny Malone

wasappointed as a Director and CFO. Gary Jennison

stepped down as a Director and as CEO of the Company

on 23September 2022. On the same date, following the

resignation of Gary Jennison, Danny Malone was appointed

as CEO and Kerry Penfold was appointed as aDirector

andas CFO, both subject to FCA approval.

Details regarding the terms of Gary Jennison’s departure

and the new remuneration terms for Danny Malone and

Kerry Penfold are set out in this report. All of these terms

were agreed within the scope of the Company’s current

Directors’ Remuneration Policy.

Remuneration decisions and outcomes

for2022/23

The Committee’s activities focused on the application of

the Policy in the year including adjustments to base pay

with effect from 1 April 2022 and the formal details of any

bonus plan, the outcomes of which are described below,

as well as awards under the LTIP.

As noted above, the change in CEO and CFO required

theCommittee to consider the appropriateness of the

existing remuneration arrangements for the departing

CEO, the terms offered as part of the departure process,

and the terms for Danny Malone and Kerry Penfold.

TheCommittee was also asked to consider the terms for

JerryLoy, who was appointed as a Non-Executive Director

on 3October 2022. There was no compensation paid to

Maria Darby-Walker and Jerry Loy when they stepped

down as Directors in March 2023.

When making Board level remuneration decisions the

Committee must keep in mind the need to have a sufficient

numbers of Directors who satisfy the regulatory requirements

for relevant skill and experience, together with a history

ofacceptable conduct. The pool of suitable candidates is

therefore small, and further limited to only those prepared

to take on the legal and regulatory responsibilities of a

company in Amigo’s circumstances, with the associated

personal financial and reputational risks.

Committee members

Member Meetings Attendance

Jonathan Roe



 

Michael Bartholomeusz



 

Maria Darby-Walker



 

1 Jonathan Roe was a member throughout the year.

2 Michael Bartholomeusz was a member throughout the year.

3 Maria Darby-Walker was a member and Chair of the Committee

throughout the year until she stood down on 27 March 2023.

Focus areas for 2023

•

Maintaining appropriate remuneration levels for

the senior executives during an orderly wind down

of the business.

•

Implementation of appropriate recommendations

resulting from the benchmarking exercise.

Report from the Chair of the

RemunerationCommittee

I am pleased to present the Remuneration Committee

Report for the year ended 31 March 2023. The Committee

has a number of accountabilities including responsibility

for assessing and administering the Directors’

Remuneration Policy (“Policy”), reviewing and, where

appropriate, endorsing senior management remuneration

and oversight of the Group Remuneration Policy.

In addition to this letter and a “Remuneration at a glance”

section, this report consists of two key sections as

required by the reporting regulations:

•

Section 1 – Annual Report on Remuneration: this section

details the remuneration receivable by our Executive

and Non-Executive Directors in respect of 2022/23; and

•

Section 2 – Summarises how we intend to implement

theRemuneration Policy in 2023/24.

This Remuneration Report has been prepared in

accordancewith the provisions of the Companies Act 2006

and Schedule 8 of the Large and Medium-sized Companies

and Groups (Accounts and Reports) (Amendment) Regulations

2013 (the “Regulations”). This report meets the requirements

of the UK Listing Rules and the Disclosure Guidance and

Transparency Rules. The information set out below represents

auditable disclosures referred to in the Auditor’s Report

onpages 81 to 87, as specified by the UK Listing Authority

and the Regulations.

Text to be supplied

Jonathan Roe

Interim Chair of the Remuneration Committee

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Throughout the year the Committee was actively involved

in reviewing remuneration for senior management

appointments below Board level. The Committee had to

balance the financial position of the business generally

with the need to recruit and retain the wider team. All

against a backdrop of a deteriorating economic situation,

and at the end of the year, the disruption caused by Amigo

entering into wind down. The Committee agreed a 5% cost

of living rise to all staff below the Executive Director level.

There were no new awards of LTIP during the year to

Executive Directors.

Under the current Policy, the CEO and CFO are technically

eligible for consideration of a bonus award up to 150%

of base salary. Given the Company is in wind down the

Committee and Board have agreed that no bonus will be

payable to current Executive Directors.

Gary Jennison was eligible for a bonus for his work, as

CEO, to deliver a Scheme of Arrangement. As detailed

elsewhere in the report, he was awarded a bonus

of £150,000. The payment of the bonus was made

subsequent to the year end.

Directors Remuneration Policy at the 2023 AGM

At the 2023 AGM, shareholders will be asked to approve

the Directors’ Remuneration Report.

The Directors’ Remuneration for the year will have been

based on the Directors’ Remuneration Policy that was

approved at the 2022 AGM.

The resolutions to approve the Directors’ Remuneration

Report and the Directors’ Remuneration Policy were

approved at the 2022 AGM held on 28 September 2022,

but not without a significant percentage of the votes cast

being cast against the two resolutions.

The Committee accepted, following representation

from shareholders, that the significant reasons for the

negative votes against Directors’ remuneration and the

new policy were the ongoing general poor performance

of the business, particularly reflected in the share price,

and the level of remuneration paid and payable to the

previous CEO.

Gary Jennison joined at a critical time in September

2020. He inherited the remuneration package agreed

with the previous CEO elect. The commercial backdrop

when Gary came out of retirement to lead the business,

was deeply unappealing: an overwhelming number of

complaints pushed through to Amigo by aggressive claims

management companies, with the increasing interest by

the regulator in past conduct and a changing environment

for future lending to customers serviced by Amigo. Gary

was instrumental in pushing all parties towards delivering

a Scheme of Arrangement that was palatable to our

customers, our regulators, and the High Court.

Agreement on the terms of the Scheme allowed the

management team to focus on developing RewardRate,

the product that it was hoped would lead Amigo’s

re-emergence as a viable, valued and respected component

of the consumer credit market servicing those customers,

frequently overlooked by the prime credit providers.

When Gary stepped down, the Board and its advisers

believed it important that Amigo presented a long term

management team for investors to back and that the

managed handover to the new CEO was orderly, in order

to maximise the chances of success for RewardRate and

the required fund raise. The three month handover period

and £30,000 compensation for loss of office were all

made in this context. The £150,000 bonus was awarded

for getting the revised Scheme approved by the High

Court and setting the business up for the next stage

inits growth.

Given that Amigo entered into the fallback solution on

23 March 2023, the Committee and Board determined

that it was not an appropriate use of time and creditors

resources to engage further with third-party remuneration

consultants to update the Directors’ Remuneration

Policy. The Committee agreed it would be appropriate

to not increase Danny Malone’s remuneration when he

changed role from the CFO to CEO. Furthermore, the

notice period for the CEO was reduced to 6 months from

12 months. The basic remuneration for Kerry Penfold

increased to £220,000 when she was appointed CFO,

which is approximately 61% of the previous incumbent’s

remuneration. This had the effect of reducing the

combined remuneration of the current CEO and CFO

toc.60% of those previously carrying out the roles.

Since 1 April 2023, my own basic annual remuneration as

Chair of the Board has reduced to £90,000, from £175,000,

and that of the remaining NED has been reduced to

£60,000, from £94,500. Furthermore, the number

ofNEDshas been reduced from four to two directors.

These changes, made in conjunction with the decision

to not award any bonuses to Executive Directors whilst

Amigo remains in wind down, has reduced the base cost

of the Directors by c.47% going forward. The Committee

believes this better matches the ongoing costs to the wind

down of the business.

We are happy to receive feedback from shareholders at

any time in relation to our remuneration policies and hope

to receive your support for the resolutions referred to

above at our forthcoming AGM. I will be available at the

AGM to answer any questions you may have.

I hope that you find the report informative and that it

provides a clear rationale for the decisions that the

Committee has taken.

Jonathan Roe

Chair of the Remuneration Committee

27 July 2023

Text to be supplied

Corporate governance

Directors’ remuneration report continued

Amigo Holdings PLC

Annual report and accounts 2023

Section 1 – Annual Report on Remuneration

1.1 Committee composition during the year

During the year, the Committee comprised:

•

Jonathan Roe, Michael Bartholomeusz and

MariaDarby-Walker. Maria was Chair of the Committee

throughout the year until 27 March 2023. Jonathan

tookover the role of Chair from that date.

There were eight Committee meetings held during the year;

details of attendance are shown in the table on page 40.

All members serving on the Committee in the year are

considered to be independent for the purposes of the UK

Corporate Governance Code. The Company Secretary

generally acts as secretary to the Committee unless

apersonal conflict of interest is apparent.

1.2 Activities during the year

During the year, the Committee has:

•

reviewed and approved the Directors’ Remuneration

Report in the Annual Report and Accounts for the years

ended 31 March 2022 and 2023;

•

discussed and approved remuneration for Danny Malone

as CFO and then CEO and Kerry Penfold as CFO;

•

considered the exit terms for Gary Jennison as CEO; and

•

approved terms of appointment for senior management

joining the business.

1.3 Advisors and other attendees

During the year, the Committee has been supported by the

Chief People Officer and the Company Secretary. The CEO

and CFO also attend Committee meetings on occasion, at

the request of the Committee; but they are never present

when their own remuneration is discussed. In carrying

out its responsibilities, the Committee is authorised to

obtain the advice of external independent remuneration

consultants and is solely responsible for their appointment,

retention and termination. During the year the Committee

continued to use FIT Remuneration Consultants LLP to

provide advice, to consider the appropriate response

to the large negative vote on Remuneration related

resolutions at the 2022 AGM, and to start work on a

benchmarking exercise for Directors’ remuneration.

The Committee considers FIT Remuneration Consultants LLP

advice to be independent and impartial, and is also satisfied

that the team does not have connections with the Company

that might impair its independence. The Committee

considered the potential for conflicts of interest and judged

that there were appropriate safeguards against such conflicts.

This brief section summarises our remuneration

principles which form the foundation for our Policy.

Remuneration principles

The Committee seeks to support the delivery of the

Group’s strategy through establishing appropriate

remuneration arrangements. Up until 23 March 2023

the goal was to build a strong long-term sustainable

business by delivering sales growth and sustainable

shareholder returns through the delivery of transparent

products to our customers by colleagues exhibiting

the best practice and service excellence. Since the

announcement that Amigo would be wound down, the

focus of the Committee is ensuring the orderly wind

down of the business.

Consequently, the overall Remuneration Policy

of the Committee, and of the Board, is to provide

remuneration packages for Executive Directors and

other senior managers within Amigo which:

•

Retain – enable Amigo to retain management of

ahigh calibre with the necessary customer service

focus, and financial and regulatory credentials

required to deliver the orderly wind down of the

business. Remuneration arrangements are set at

levels appropriate to achieving this goal without

paying more than is considered necessary. The

Committee considers market data at appropriate

intervals to inform the positioning of executives’ pay,

without seeking to “match the median”, to identify

and mitigate the risk of losing strong performers.

•

Link variable pay to performance – provide

management with the opportunity to earn

competitive remuneration through arrangements

that are designed to support delivery against key

strategic objectives. Performance measures are

aligned with strategic goals so that remuneration

arrangements are transparent to executives,

shareholders and other stakeholders.

•

Align executives with stakeholders – ensure

management’s interests are aligned with those

ofthe stakeholders.

•

Drive sustainable ethical performance –

remuneration arrangements are designed to support

the sustainable delivery of ethical performance and

to deliver without excessive risk taking.

Remuneration at a glance

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Implementation of the Remuneration Policy in 2022/23

1.4 Single total figure of remuneration for Executive Directors (audited)

The following table sets out the total remuneration for Executive Directors and Non-Executive Directors for 2022/23 with

prior year comparatives.

Danny Malone



Kerry Penfold



Gary Jennison Mike Corcoran



/ / / / /

Base salary



, , ,,



, ,

Bonus/ex-gratia settlement — — ,



— —

Benefits



,  , , ,

Pension



— , — — ,

Total , , ,, , ,

Total fixed remuneration , , ,, , ,

Total variable remuneration — — , — —

1 This represents cash paid or receivable in respect of the period and includes payment in lieu of notice where applicable.

2 This represents the value, grossed up for tax, of all benefits paid or receivable in respect of the period including: accommodation costs, use

ofhotels, etc.

3 This represents pension contributions paid by the Group on behalf of the individual, not inclusive of payments in lieu of pension. Salary in lieu of pension,

included in the base salary line, was paid for the following individuals: Gary Jennison (£22,500; 2022 was £30,000) and Danny Malone (£14,613).

4 Danny Malone was appointed as a Director of the Company on 6 June 2022 and announced his resignation on 15 May 2023, subject to serving out his

notice period of 6 months.

5 Kerry Penfold was appointed as a Director of the Company on 23 September 2022.

6 Gary Jennison resigned as a Director and CEO on 23 September 2022. The amounts above includes £600,000 of accrued payments in lieu of notice,

of which all was paid in the period to 31 March 2023.

7 The bonus for Gary Jennison has been paid subsequent to the year end as the payment was subject to the approval of the FCA under the terms

oftheAsset Voluntary Requirement. The total bonus payable amounted to £150,000 as bonus and £30,000 as compensation for loss of office.

8 Mike Corcoran was appointed as a Director of the Company on 11 November 2020. He ceased to be a Director of the Company on 19 February 2022.

The amounts above includes £167,918 of accrued payments in lieu of notice, of which £38,370 was paid in the period to 31 March 2022.

1.5 Changes to Executive Directors

Gary Jennison resigned as a Director and CEO on 23 September 2022.

Danny Malone was appointed as a Director and CFO on 6 June 2022. He became CEO on 23 September 2022, on an

annual basic salary of £355,000. This was considered to be reasonable in light of his experience in the sector and with

companies going through significant change. Danny is entitled to receive a pension contribution of 5% of basic salary

and standard benefits, in line with the Policy. Danny’s contracted maximum annual bonus opportunity is 60% of salary in

accordance with the Policy but in light of the challenging financial situation and the move into fallback, the Board agreed

that no bonus would be payable. Danny has been eligible for reimbursement of costs incurred by him for a period of two

years or until he relocates to Bournemouth.

On 15 May 2023, Danny resigned his role as CEO and Director, subject to completion of his contractual period of notice.

As at the date of this report, he is serving out the remainder of his contract, receiving his monthly salary and associated

benefits, including pension, in line with his contractual entitlements, which will run until 15 November 2023.

Kerry Penfold was appointed as CFO, subject to FCA approval, on an annual basic salary of £220,000. This was

considered to be reasonable in light of her experience in the sector and with companies going through significant

change. Kerry is entitled to receive a pension contribution of 5% of basic salary and standard benefits, in line with the

Policy. Kerry’s maximum annual bonus opportunity is 60% of salary in accordance with the Policy but in light of the

challenging financial situation and the move into fallback, the Board agreed that no bonus would be payable.

1.6 Benefits (audited)

Benefits include payments made in relation to life assurance.

1.7 Pension (audited)

Pension payments represent contributions made either to defined contribution pension schemes or as a cash allowance.

The CEO and CFO are entitled to receive a contribution of 5% of base salary in alignment with the wider UK employee

population, and/or cash in lieu in the event of contributions in excess of agreed HMRC contribution rates or lifetime

allowance. The amounts actually received by the CEO and CFO during the year are set out in section 1.4 above.

NoDirector is entitled to a guaranteed pension in the event of severance or early retirement.

Text to be supplied

Corporate governance

Directors’ remuneration report continued

Amigo Holdings PLC

Annual report and accounts 2023

1.8 Bonus (audited)

No bonus was considered for Danny Malone or Kerry Penfold for the period of their employment. Further details of the

bonus scheme are set out on page 64.

Measure

Weighting

Our strategic priorities %

Our customers and conduct %

Our people and culture %

Our financial performance %

Individual %

Total %

All financial performance targets for the year were withdrawn in the previous year and not re-instated given the changes

in personnel and the cessation of lending activity over the review period. The Company operated, until June 2023,

from a dual office location based in Bournemouth and the Board does not consider the activities of Amigo to be highly

carbon intensive, given its largely e-comms driven communication strategy and in-house environmentally sensitive

approach. The Committee therefore does not believe it is beneficial to include a benchmark for environmental impact

asa remuneration metric.

Measure

Weighting

Performance

Our strategic priorities % n/a

Our customers and conduct % n/a

Our people and culture % n/a

Our financial performance % n/a

Individual % n/a

Total % n/a

1 All performance targets were withdrawn for the year due to the financial situation of the Company throughout the period.

Director

Maximum bonus

(% of salary)

Actual bonus

(% of salary)

Actual bonus

Bonus

deferred

into shares

Danny Malone %



% — %

Kerry Penfold %



% — %

Gary Jennison % % £,



%

1 Although the maximum bonus % per contractual terms is 60% of base salary, the Executive Directors waived any right to bonus in the period.

2 Bonus payable for delivering a viable Scheme of Arrangement for the Amigo business.

1.9 Long-term incentives – Awards made in 2022/23 (audited)

No awards of LTIP were made in the year to Executive Directors.

1.10 Other share awards (audited)

Save As You Earn (“SAYE”) and Share Incentive Plan (“SIP”)

No Director participated in either of the SAYE or SIP during the year.

Shareholding guidelines

The Committee believes that it is important that Executive Directors’ interests are aligned with those of our shareholders.

Executive Directors are encouraged to build up and retain shares with a value equal to 200% of their annual base salary.

This requirement was not enforced in the year given the financial position of the Company.

Section 1 – Annual Report on Remuneration continued

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

These figures include those of their spouse or civil partner and infant children, or stepchildren, as required by section

822 of the Companies Act 2006. The shareholdings guideline is 200% of base salary for the CEO and CFO. Under the

Remuneration Policy each Director has five years in which to meet the shareholding guideline threshold.

1.11 Outside appointments

Amigo recognises that its Executive Directors may be invited to become Non-Executive Directors of other companies.

Such Non-Executive duties can broaden experience and knowledge which can benefit Amigo. Subject to approval by

theBoard, Executive Directors are allowed to accept Non-Executive appointments and retain the fees received, provided

that these appointments are not likely to lead to conflicts of interest.

1.12 Payments to former Directors

Gary Jennison resigned as CEO and as a Director on 23 September 2022. He continued to be paid in line with his

service contract, receiving his monthly salary and associated benefits, including pension, until 31 December 2022.

At termination on 31 December 2022, he was paid £600,000 as settlement of the twelve month notice period on his

contract. Subsequent tothe year end a bonus of £150,000, together with an ex-gratia payment of £30,000, was paid

toGary Jennison.

Danny Malone resigned as CEO and as a Director on 15 May 2023. As at the date of approval of the Annual Report and

Accounts he is serving out the remainder of his service contract, receiving his monthly salary and associated benefits,

including pension, in line with his contractual entitlements, which will run until 15 November 2023.

No other payments were made to former Directors during the year in respect of their employment by the Company.

1.13 Payments for loss of office

Gary Jennison resigned as CEO and Director on 23 September 2022, but remained employed until 31st December 2022

to provide transition support to the new CEO, during which time he was entitled to receive salary and pension payments

amounting to £171,818. Under the terms of his service contract he also received £600,000 payment in lieu of notice. As at

31st March £30,000 was accrued as compensation for loss of office; this was subsequently paid post year end following

the receipt of approval from the FCA required under the Asset Voluntary Requirements. Amigo made no other payments

within the scope of the disclosure requirement to any past Director of Amigo during the financial year; we have no de

minimis threshold for such disclosures.

1.14 Executive Director service contracts

Contracts for Directors are designed to clearly lay out the responsibilities of the Directors to the Company, specific areas

of expertise required to be demonstrated and the terms of their contractual entitlement. The contracts will include details

of specific performance or objectives if appropriate at the time of appointment.

Due to the specific challenges facing the Company when the contracts for the current CEO and CFO were put in place,

the Committee did not deem it appropriate to include specific corporate performance objectives within the service

contracts other than to work to further the long-term interests of stakeholders.

Notice periods are set at a period appropriate to the function and the need to maintain consistency for top level

leadership across the Group. The Committee will not likely issue a service contract for more than twelve months.

Theservice contract for Danny Malone, CEO, provided for a notice period of six months, by the Company or the individual.

Theservice contract for Kerry Penfold, CFO, provides for a notice period of six months, from the Company or the individual.

Executive Directors’ service contracts allow for termination with contractual notice from the Company or termination by

payment in lieu of notice. Payment in lieu of notice is limited to base salary for the notice period. There is no contractual

entitlement to bonus or LTIP awards in respect of the notice period. Copies of service contracts are available for

inspection at the registered office.

1.15 Non-Executive Director letters of employment

Non-Executive Director appointments are for three years subject to annual review and notice. All Directors are required

to seek annual re-election by shareholders at the Company’s AGM.

Non-Executive Directors are not entitled to compensation in relation to leaving the Board of Directors. Copies of service

contracts are available for inspection at the registered office.

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Amigo Holdings PLC

Annual report and accounts 2023

1.16 Unexpired term of service contract for Directors at AGM re-election

Director Term of service

Jonathan Roe  months

Michael Bartholomeusz  months

Danny Malone (notice period being served with termination date on  November ) <  months

Kerry Penfold  months

The unexpired term of service contracts is based on all Director contracts being on a rolling basis unless notice has

been given.

1.17 Statement of consideration of employment conditions elsewhere in the Company

When making decisions in relation to executive pay the Committee takes into consideration pay and conditions across

the wider workforce.

The Group operates different bonus plans with different performance measures and targets across the business

forthewider workforce. Bonus payments are made quarterly, half yearly or annually, depending on the job role.

1.18 Statement of consideration of shareholder views

The Committee is interested in the views of all of its shareholders and intends to retain an open dialogue

with shareholders on remuneration issues. The Committee welcomes any feedback from our shareholders

onremuneration matters.

1.19 Single total figure of remuneration for Non-Executive Directors

Non-Executive Director single figure comparison (audited)

From 1 April 2023 the remuneration for the two remaining Non-Executive Directors was changed to reflect that the

Company had moved into wind down. The basic remuneration for Jonathan Roe reduced from £175,000 per annum to

£90,000. Jonathan will be paid up to £1,500 per day for each day worked in excess of 22.5 days per quarter, up to a total

maximum total Director fee of £175,000 p.a. The basic remuneration for Michael Bartholomeusz reduced from £94,500

p.a. (being £70,000 basic remuneration, £12,500 for Chairing the Risk Committee and £12,000 for acting as interim Chair

of the Audit Committee) to £60,000 per annum. Michael will also be paid up to £1,500 per day for each worked in excess

of 10 days per quarter, up to a maximum total Director fee of £94,500 p.a.

/

Jonathan

Roe

Maria

Darby-Walker

Michael

Bartholomeusz Jerry Loy

Fees



, , , ,

Bonus — — — —

Benefits , , , 

Pension — — — —

Total , , , ,

Total fixed remuneration , , , ,

Total variable remuneration — — — —

Section 1 – Annual Report on Remuneration continued

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Annual report and accounts 2023

Corporate governance

/

Jonathan

Roe



Maria

Darby-Walker



Michael

Bartholomeusz



Fees



, , ,

Bonus — — —

Benefits , , ,

Pension — — —

Total , , ,

Total fixed remuneration , , ,

Total variable remuneration — — —

1 This represents cash paid or receivable in respect of the period.

2 Since 1 July 2021, Michael Bartholomeusz receives an additional £1,000 per month for acting as Interim Chair of the Audit Committee.

MichaelBartholomeusz has been a Director throughout the period.

3 Jonathan Roe has been a Director throughout the period.

4 Maria Darby-Walker had been a Director throughout the period until she stood down as a Director on 27 March 2023.

5 Jerry Loy had been a Director from 3 October 2022 until he stood down as a Director on 27 March 2023.

1.20 Waiver of emoluments

No Director waived their emoluments in the review period.

1.21 Non-Executive Director shareholding as at 31 March 2023

Class of share  

Jonathan Roe Ordinary shares of .p each , ,

Michael Bartholomeusz Ordinary shares of .p each , ,

These figures include those of their spouses, civil partners and infant children, or stepchildren, as required by section 822

of the Companies Act 2006. There was no change in these beneficial interests between 31 March 2023 and 26July 2023.

Non-Executive Directors do not have a shareholding guideline but they are encouraged to hold shares in the Company.

1.22 Performance graph and table

The chart below tracks the hypothetical return on a £100 investment in Amigo Holdings PLC made on listing in July 2018

and measured as of 31 March 2023. TSR has been measured against the FTSE 250 excluding Investment Trusts.

FTSE 250 ex invest trustAmigo TSR

140

120

100

Jun 2018 Sep 2018 Dec 2018 Mar 2019 Jun 2019 Sep 2019 Dec 2019 Mar 2020 Jun 2020 Sep 2020Dec 2020 Mar 2021 Jun 2021 Sep 2021 Dec 2021 Mar 2022 Jun 2022 Sep 2022 Dec 2022 Mar 2023 Jun 2023

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Annual report and accounts 2023

1.23 Remuneration of the CEO (audited)

The table below sets out the CEO’s total remuneration figure over the review periods, valued using the methodology

applied to the single total figure of remuneration.

Year CEO

Total single figure

of remuneration

Annual bonus outturn

as a % of maximum

LTIP outturn

as a % of maximum

/ Gary Jennison , % n/a

/ Gary Jennison ,, % n/a

/ Danny Malone , % n/a

1.24 Change in CEO remuneration compared to employees (audited)

The table below sets out the percentage change in base salary, bonus and taxable benefits for the CEO compared with

the average percentage change for employees. The figures for the CEO compare the 2022/23 CEO remuneration for

Gary Jennison (from 1 April 2022 to 22 September 2022) and Danny Malone (from 23 September 2022 to 31 March 2023)

to the CEO remuneration for Gary Jennison (whole of 2021/22).

Annual percentage change from /

Salary Bonus



Taxable benefits

CEO

-%

n/a% -%

All colleagues %



-%



%



1 Calculated based on wages and salaries expense per average number of employees for the period.

2 Calculated based on average bonus expense, including retention payments, per employee for the period. N/a for the CEO as no bonus paid in the

prior period.

3 Calculated based on average taxable benefits expense per employee for the period.

The comparison for the other Executive Director (CFO) has not been provided as it is not considered meaningful; the

previous CFO stepped down in February 2021 and was not replaced on the Board until June 2022 and therefore there

isno comparator figure.

1.25 CEO pay ratio (audited)

Table and explanatory notes

The below table sets out the ratio of pay for the role of the CEO in 2022/23 to the median, 25th and 75th percentile

full-time equivalent remuneration of the Group’s UK employees. In line with the reporting requirements, the figure for

the role of the CEO in 2022/23 includes the pay for Gary Jennison and Danny Malone in the year (the figure for 2020/21

includes the pro-rate pay for Gary Jennison, Hamish Paton and Glen Crawford).

Year Method

th percentile

pay ratio

Median percentile

pay ratio

th percentile

pay ratio

/ Option A (total  pay for role of CEO) : : :

/ Option A (total  pay for role of CEO) : : :

/ Option A (total  pay for role of CEO) : : :

Without the exceptional effect of the termination payments of the previous CEO in the year, using the current CEO’s

annualised payments, the figures as presented in this note would be: 25th percentile 13:1; 50th percentile 11:1; 75th

percentile 8:1.

Option A under the reporting requirements provides the most accurate method of CEO/colleague pay comparison as

itreplicates the single figure table calculation for all colleagues, and has therefore been chosen to identify the reference

colleagues at the median, 25th and 75th percentiles. The reference colleagues’ total pay and benefits have been

calculated from their salary, bonus, benefits and pension eligibility (annualised and pro-rated to full time, respectively)

over the year, and the business is satisfied that these reference colleagues are representative of the relevant percentiles

across the organisation. The reference date for extracting the data was the last day of the financial year, 31 March 2023.

Section 1 – Annual Report on Remuneration continued

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In line with the Regulations, the following table sets out the total pay and benefits for the colleagues undertaking the role

of the CEO, and colleagues at each percentile.

Salary

Total pay

and benefits

Combined CEO single figure ,, ,,

th percentile , ,

th percentile , ,

th percentile , ,

The ratio reflects the goal of attracting, retaining and motivating staff in a competitive, but not excessive, way under

Amigo’s Remuneration Policy.

1.26 Relative importance of spend on pay (audited)

The table below sets out the total spend on remuneration in the 2021/22 and 2022/23 financial years compared with

distributions to shareholders.

These measures are consistent with the disclosure in last year’s Annual Report and Accounts, and the Remuneration

Committee considers these measures to be relevant and informative indicators of the business’ costs.

/ /

Total spend on employee remuneration £.m £.m

Profit distributed by way of dividends/share buyback £nil £nil

(Loss)/profit before tax (£.m) £.m

Average headcount  

Average (loss)/profit before tax per employee (£,) £,

1.27 Application of the Remuneration Policy in 2022/23

Throughout the year, Amigo has been faced with considerable challenges which has made the task of the Committee

more difficult and these challenges also impacted on shareholders responses when approving the revised Remuneration

Policy at the 2022 AGM. The Remuneration Policy agreed in September 2022 reflected the belief that it would be the

right course of action to plan remuneration policy on the basis that solutions would be found to the funding issues

impacting the business and furthermore, that all the remaining conditions precedent of the Scheme of Arrangement

would be met, including approval of the RewardRate product and settlement of the FCA’s enforcement actions against

the business. In setting the possible maxima for different types of remuneration, the Committee accepted that failure

to achieve all or some of the relevant targets would result in remuneration being held at levels considerably below

that of the maximum amounts laid out in the revised remuneration policy. The Committee believes that there is greater

transparency on remuneration matters.

The Committee considered the need to balance retention, performance and risk when considering remuneration levels,

particularly when considering making awards under the LTIP during the year. The Committee took the view that there

should be no awards of LTIP made in the year. In part this was pragmatic and reflected the fact that the anticipated

recapitalisation of the business would likely result in a substantial issue of new shares. The Committee took the view that

it would be better to align the attitudes and culture of the awardees with those of shareholders, customers and other

stakeholders based on the recapitalised position. It was also recognised by the Committee that it was entirely possible

new investors would have their own expectations on what would be the appropriate targets over future performance

periods. The introduction of non-financial measures in the previous year had been a welcome step to ensure the right

attitudes and culture permeated across the wider business. The Committee believes that the use of non-financial

performance measures will help to deliver a more rounded performance target when matching incentives to the

deliverance of performance and management of the associated risks.

The year has been extremely challenging for all Directors and employees with factors outlined elsewhere in the

Annual Report impacting substantially on the performance of the business generally. A significant factor and challenge

throughout the review period has been the need to retain key staff. This challenge remains a major focus of the entire

management team.

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Annual report and accounts 2023

1.27 Application of the Remuneration Policy in 2022/23 continued

The Committee undertook a review of its Executive and Non-Executive Director remuneration arrangements during the

year, using FIT Remuneration Consultants LLP to help with this exercise. The Remuneration Committee is satisfied that

the Remuneration Policy contained the flexibility to offer appropriately incentivising remuneration to Directors whilst the

business was the process of trying to find solutions to the funding issues facing the business but also to be able to meet

the requirements of wind down. Accordingly the Committee believes there is no benefit to be had from revisiting the

Remuneration Policy unless the circumstances facing the business change substantially.

Clarity, simplicity and other considerations related to the UK Corporate Governance Code

The Remuneration Committee considers that the scorecard-based approach to setting targets and measuring outcomes

provides great clarity in our ability to engage transparently with shareholders and the wider workforce on remuneration

arrangements and that this is complemented by retaining the key elements of the simple structure of our 2022 policy,

market-aligned fixed pay with annual cash, three year performance share incentives and, where appropriate,

post-vesting holding periods.

Risks are managed through a combination of careful setting of performance measures and targets, the ability of the

Remuneration Committee to exercise overarching discretion in assessing outcomes, and the robust malus and clawback

measures reserved in this Policy.

The Remuneration Committee has sought to introduce some degree of predictability and proportionality by setting

complementary performance targets that work alongside the ethos and ambitions of Amigo.

1.28 Statement of implementation of Remuneration Policy in 2023/24

The table below sets out the detail of how we propose to implement the Executive Directors’ Remuneration Policy

in 2023/24.

Unless otherwise stated, the implementation of each element will be in line with the Policy.

Element Summary of Policy implementation in /

Base salary CEO: £355,000

CFO: £220,000

Annual bonus Maximum:

•

CEO: 60% of salary but agreed as 0% whilst Amigo is in wind down

•

CFO: 60% of salary but agreed as 0% whilst Amigo is in wind down

Performance measures and weightings:

•

50% Group financial

•

15% Group customer and conduct

•

15% people and culture

•

10% Group strategic

•

10% individual

Bonus pay-outs will be subject to satisfactory Company and regulatory performance over the period.

Targets will be disclosed retrospectively.

Long-term

incentive

Maximum (in line with Policy):

The Committee has yet to determine the targets for 2023/24 as no awards of LTIP are anticipated whilst

the Company remains in wind down.

Pension 5% defined contribution pension and/or cash in lieu.

Benefits Private medical insurance (individual and family), life insurance (death in service) of 4x basic salary and

income protection, in event of incapacity, up to 66% of base salary, after 13weeks, for the lesser of five

years or state statutory pension age.

The cost of temporary accommodation for the role of CEO was £22,754.

Other key Policy features: shareholding guidelines and post-exit shareholding requirements will operate in 2023/24

asper the Remuneration Policy.

Section 1 – Annual Report on Remuneration continued

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Annual report and accounts 2023

Corporate governance

The table below sets out the detail of how we propose to remunerate the Non-Executive Directors in 2023/24:

NED fees

Non-Executive Chair £,

Other Non-Executive Directors £,

Senior Independent Directors £

Risk and Audit Committee Chair £

Remuneration Committee Chair £

1.29 Statement of voting at the 2022 AGM on the remuneration report

Resolution Number of votes for % for

Number of

votes against % against Total shares voted

Number of

votes withheld

Approve the Directors’

Remuneration Report ,, .% ,, .% ,, ,

Approve the Directors’

Remuneration Policy ,, .% ,, .% ,, ,

As noted in the table above, there were significant votes against each of the resolutions to approve the Directors’

Remuneration Report and the new Directors’ Remuneration Policy at the AGM, held on 28 September 2022. As explained

elsewhere in this report, the Committee acknowledges the issues raised by shareholders; namely the high level of CEO

remuneration and the ongoing costs of the other Directors, given the difficulties facing the business. The Committee has

overseen a reduction in the amount paid to the CEO and CFO, when compared to their respective predecessors, and

theChair and the remaining Non-Executive Director have agreed reduced emoluments for 2023/4. As mentioned in the

Chair of the Committee’s overview, the Committee are of the view that it would not be a useful exercise to devote time

tochanging the Directors’ Remuneration Policy, whilst the Company remains in wind down.

Section 2 – Remuneration Policy

The following table summarises Amigo Holdings PLC’s policies in respect of the key elements of our Directors’

remuneration as agreed by shareholders at our 2022 AGM, held on 28 September 2022.

2.1 Policy table for Executive Directors

Element Summary of remuneration policy

Section A Executive Director remuneration

A1: Salary A1.1: Salary operation

A1.1.1: Base salaries are set taking into account:

•

A1.1.1.1: the individual’s skills, experience and current remuneration package;

•

A1.1.1.2: the size and scope of the role;

•

A1.1.1.3: salary and total remuneration levels at similar sized companies; and

•

A1.1.1.4: remuneration of other executives and Group employees.

A1.1.2: Salary increases will generally be effective from 1 April or the Group’s financial year if it changes.

A1.2: Salary opportunity

A1.2.1: There is no set maximum salary; however, increases will generally be in line with or below the

average salary increase awarded to employees.

A1.2.2: Increases may be made above this level in exceptional circumstances, such as where:

•

A1.2.2.1: an individual is brought in on a lower salary with the intention of increasing the salary level

gradually dependent on performance in the role;

•

A1.2.2.2: there is a material increase in the size and scope of the role; and

•

A1.2.2.3: market practice has evolved to mean that the salary is no longer considered to be competitive.

A1.3: Salary performance assessment

A1.3.1: Personal performance will be taken into account when considering base salary increases.

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Section 2 – Remuneration Policy continued

2.1 Policy table for Executive Directors continued

Amigo Holdings PLC

Annual report and accounts 2023

Element Summary of remuneration policy

Section A Executive Director remuneration continued

A2: Bonus A2: Annual bonus operation

A2.1: Bonus performance is assessed over one year.

•

A2.1.1: Performance will be assessed over one year. Each year the Committee will determine the

appropriate proportion of bonus to be paid in cash and/or to be deferred, reflecting any regulatory

obligations and market practice. Any deferral of bonus will be a deferral in shares for three years,

andnormally subject to ongoing employment.

A2.2: Bonus opportunity

A2.2.1: Maximum bonus:

•

A2.2.1.1: the ongoing maximum annual bonus policy will be limited to 150% of base salary for the CEO

and the CFO. Whilst Amigo remains in wind down the bonus rate will be 0%; and

•

A2.2.2: on-target bonus will pay out at 50% of maximum. The Threshold Bonus Performance Level

will pay out at up to 25% of the maximum. Whilst Amigo remains in wind down the bonus rate

will be 0%.

A2.3: Bonus performance assessment

A2.3.1: Performance measures, weightings and targets will be set annually. At least 50% of the bonus

willbe based on financial performance measures.

A2.3.2: The Committee retains discretion to reduce pay-outs (including to nil) based on an assessment

of regulatory conduct and general Company performance over the performance period.

A2.3.3: Clawback and malus conditions apply.

A3: Long-term

incentive

A3: Long-term incentive

A3.1: LTIP operation

A3.1.1: Annual awards of awards of shares under the LTIP or other replacement plan approved by

shareholders, up to the maximum possible award opportunity.

A3.1.2: Performance period of three years with a two year post-vesting holding period.

•

Whilst Amigo remains in wind down there will be no awards of LTIP.

A3.2: LTIP opportunity

A3.2.1: Maximum ongoing award:

•

A3.2.1.1: 200% of salary.

A3.2.2: The exceptional award limit is 250% of salary. This may be used in one-off exceptional

circumstances such as the year in which a new executive is recruited, if the Committee considers

itnecessary. Awards will vest at up to 25% of the maximum at the threshold performance level.

A3.3: LTIP performance assessment

A3.3.1: Performance Conditions, weightings, performance hurdles and targets are set annually and which

are determined by the Committee to best support the Company’s objectives in the medium to long term.

A3.3.2: The Committee retains discretion to reduce vesting (including to nil) based on an assessment

ofregulatory conduct and general Company performance over the performance period.

A3.3.3: Awards made under the LTIP will vest on a straight-line basis based on performance against

therelevant Performance conditions.

A3.3.4: Clawback and malus conditions apply.

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Annual report and accounts 2023

Corporate governance

Element Summary of remuneration policy

Section A Executive Director remuneration continued

A4: All-employee

share plans

A4.1: All employee share plans

A4.1.1: To the extent that an all-employee share plan is operated during the life of the policy, Executive

Directors would be eligible to participate on the same terms as other employees.

A5: Pension A5.1: Pension operation

A5.1.1: Defined contribution scheme or cash award at the Committee’s discretion.

A5.2: Pension opportunity

A5.2.1: Pension contributions, aligned to majority of wider UK workforce, at 5% of base salary.

Pensioncontribution, in part or all, can be paid through salary in lieu of pension (“SILOP”), in the event

the ongoing pension contribution exceed agreed HMRC contribution rates or lifetime allowance limits.

A6: Benefits A6.1: Operation

A6.1.1: Benefits are determined by taking into account the circumstances of the individual and benefits

provided to the rest of the executive team and the wider Group.

A6.1.2: The Committee retains the discretion to add or remove benefits from the current benefits in

operation as it considers appropriate (e.g. to include relocation payments).

A6.2: Benefits opportunity

A6.2.1: There is no limit to the value of benefits provided. The value is dependent on the cost to the

Company of providing the benefit.

A7: Shareholder

guidelines

A7: Shareholding guidelines

A7.1: Executive Directors will be expected to retain an appropriate proportion of shares that vest

following the exercise of equity incentives until an amount equal to 200% of salary has been achieved.

The Committee has the ability to waive this requirement if the circumstances are such that the

requirement to meet this level of shareholding would act as a disincentive.

A8: Post-exit

shareholding

requirement

A8: Post-exit shareholding requirement

A8.1: Two year post-cessation shareholding requirement of up to 200% of salary for all Executive Directors.

If lower than that level of shareholding at the time of leaving the Company will apply that level.

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Annual report and accounts 2023

Element Summary of remuneration policy

Section A Executive Director remuneration continued

A9: Notes to

thepolicy table

A9.1: Each year the Committee gives careful consideration to the performance metrics that should apply

to incentives.

A9.2: For the annual bonus, the Committee considers that a combination of Group financial; customer,

people and culture; Group strategic; and individual measures is most appropriate for assessing

performance over the short to medium term. The Committee will take into account poor behaviours

inadvertently caused by performance metrics in relation to ESG and TCFD activities.

A9.3: Performance measures for the LTIP are selected in order to provide a robust and transparent

basis on which to measure the Group’s performance, to demonstrably link remuneration outcomes to

delivery of the business strategy over the longer term, and to provide strong alignment between senior

management and shareholders.

When setting performance targets for the annual bonus and LTIP, the Committee will take into account

a number of different reference points, which may include the Group’s business plans and strategy,

external forecasts and the wider economic environment.

The Committee retains discretion to amend the bonus pay-out and to reduce the LTIP vesting level if any

formulaic outcome is not reflective of the Committee’s assessment of overall business performance over

the relevant performance period.

A9.4: Flexibility, discretion and judgement

The Remuneration Committee operates the annual bonus and LTIP according to the rules of each

respective plan which, consistent with market practice, include discretion in a number of respects

inrelation to the operation of each plan. Discretions include:

•

who participates in the plan, the quantum of an award and/or payment and the timing of awards

and/or payments;

•

determining the extent of vesting;

•

treatment of awards and/or payments on a change of control or restructuring of the Group;

•

whether an Executive Director or a senior manager is a good/bad leaver for incentive plan purposes

and whether the proportion of awards that vest do so at the time of leaving or at the normal

vesting date(s);

•

how and whether an award may be adjusted in certain circumstances (e.g. for a rights issue,

acorporate restructuring or for special dividends);

•

what the weighting, measures and targets should be for the annual bonus plan and LTIP awards from

year to year;

•

the Committee also retains the ability, within the Remuneration Policy, if events occur that cause it to

determine that the performance conditions set in relation to an annual bonus plan or a granted LTIP

award are no longer appropriate or unable to fulfil their original intended purpose, to adjust targets

and/or set different measures or weightings for the applicable annual bonus plan and LTIP awards.

Any such changes would be explained in the subsequent Directors’ Remuneration Report and, if

appropriate, be the subject of consultation with the Company’s major shareholders; and

•

the ability to override formulaic outcomes in line with the Remuneration Policy.

All assessments of performance are ultimately subject to the Committee’s judgement. Any discretion

exercised, and the rationale, will be disclosed in the annual remuneration report.

Section 2 – Remuneration Policy continued

2.1 Policy table for Executive Directors continued

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Element Summary of remuneration policy

Section A Executive Director remuneration continued

A9: Notesto

thepolicy table

continued

Malus and clawback

Both the annual bonus plan and the LTIP include provisions which enable the Committee to recover or

withhold value from these incentive plans in the event of certain defined circumstances (i.e. a material

misstatement of the Company’s financial results, an error of calculation (including on account of inaccurate

or misleading information) or in the event of serious misconduct, serious reputational damage or

corporate failure).

Legacy arrangements

For the avoidance of doubt, in approving this Remuneration Policy, authority is given to the Company

tohonour any previous commitments entered into with current or former Directors (such as the payment

of a pension or the unwinding of legacy share schemes or historic share awards granted before the

approval of this policy) that remain outstanding.

A9.5: The Remuneration Policy is effective until the earlier of a change in Directors Remuneration Policy

at a General Meeting of shareholders or the expected AGM in 2025.

Section B Executive Director recruitment policy

B1: Salary B1.1: Base salary will be set in line with the remuneration policy.

B2: Annual

bonus

B2.1: Annual bonus quantum and performance measures will generally be line with the ongoing

remuneration policy as implemented for other Executives during the year. However, the Committee

reserves the right to vary the performance measures and targets for the year of recruitment if it

considers appropriate (e.g. where a large portion of the year has already elapsed).

B2.2: The annual bonus maximum will generally reflect the ongoing policy for current Executives.

Theannual bonus maximum for a new Executive shall not exceed 150% of base salary.

B3: Long-term

incentive

B3.1: LTIP award quantum, performance measures and targets will be line with the ongoing remuneration

policy as implemented for other Executives during the year.

B3.2: The LTIP award maximum for new Executives will generally reflect the ongoing policy for current

Executives. The Committee may award an exceptional LTIP of up to 250% of base salary on recruitment

if it considers this is necessary.

B4: Incentive

maxima

B4.1: The total incentive maxima for the year of recruitment is 400% of base salary. This limit excludes

buy-out awards.

B5: Buy-out

awards

B5.1: The Committee retains discretion to buy out awards forfeited by Executives on departure from their

previous role.

B5.2: Buy-out awards will be made on a similar basis to those forfeited, taking into account performance

likely to be achieved, the proportion of the performance period remaining and the form of award.

B5.3: Where possible buy-out awards will be made using existing incentive plans; however, the Committee

may use the Listing Rules exemption 9.4.2 in order to make a buy-out award on recruitment.

B6: Pension B6.1: Pension will be in line with the remuneration policy.

B7: Benefits B7.2: Benefits will be in line with the remuneration policy.

B7.3: Additional benefits may be offered for new Executives, such as relocation benefits. Where relocation

costs, including an amount to cover the taxable benefit arising on the relocation costs, are offered they

will be for a maximum period of two years.

Text to be supplied

Corporate governance

Directors’ remuneration report continued

Amigo Holdings PLC

Annual report and accounts 2023

Element Summary of remuneration policy

Section C Executive Director leaver policy

C1: Salary C1.1: The Company may terminate employment by providing payment in lieu of notice of base salary

asper contractual terms.

C1.2: Any new Executive Director contracts shall stipulate that payments in lieu of notice be subject

tomitigation.

C2: Annual

bonus

C2.1: Bonus for year of cessation

C2.1.1: Executives may at the discretion of the Committee be eligible for a bonus for the year of

cessation. Any bonus would be pro-rated for time and subject to performance assessment.

C2.1.2: Good leavers through death, ill health or disability (as determined by the Committee), sale of the

employing company and any other reason at the discretion of the Committee including redundancy.

C2.2: Deferred bonus awards

C2.2.1: Unvested deferred awards will lapse unless the Executive is a good leaver. For good leavers

(seedefinitions above), awards will generally continue and vest at the normal time. The Committee

hasthe discretion to allow earlier vesting where it considers this is appropriate, for example in cases

ofdeath, ill health, disability and redundancy.

C2.2.2: On a takeover, change of control or other corporate reorganisation awards will generally vest

early or be exchanged for new awards.

C3: Long-term

incentive

C3.1: Unvested LTIP awards will lapse unless the Executive is a good leaver.

C3.2: Good leavers: death, ill health or disability (as determined by the Committee), sale of the

employing company and any other reason at the discretion of the Committee including redundancy.

C3.3: For good leavers, awards will continue and vest at the normal time subject to an assessment

of performance to the end of the performance period and time prorated for the proportion of the

performance period that has elapsed at the termination date. The Committee has discretion, in

exceptional circumstances, to vary the period of prorating based on time served.

C3.4: The Committee may allow awards to vest earlier in cases of death, ill health, retirement or

disability. Where vesting is before the end of the performance period, an assessment of performance

tothe date of testing will be taken by the Committee.

C3.5: On a takeover, change of control or other corporate reorganisation awards will generally vest early

subject to pro-rating for the time elapsed and be assessed for performance.

C3.6: For vested awards that are subject to a holding period, the awards will continue and be released

at the normal time. The Committee has the discretion to allow earlier release in cases of death, illhealth,

retirement, redundancy or disability. Awards would generally be released early in the event of

atakeover, change of control or other corporate reorganisation.

C4: Pension C4: Not included in payment in lieu of notice.

C5: Benefits C5: Not included in payment in lieu of notice.

C6: Other

payments

C6: Leavers: The Group may pay outplacement and professional legal fees incurred by Executives in

finalising their termination arrangements, where considered appropriate, and may pay any statutory

entitlements or settle compromise claims in connection with a termination of employment, where

considered in the best interests of the Company.

Section 2 – Remuneration Policy continued

2.1 Policy table for Executive Directors continued

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Element Summary of remuneration policy

Section D Summary of remuneration policy for Non-Executive Directors

D1: Fees

for NEDs

D1: Operation of NED fees

D1.1: Non-Executive Directors receive a basic fee for their Board services.

D1.2: Additional fees are paid in relation to additional responsibilities including:

•

D1.2.1: the role of Senior Independent Director; and

•

D1.2.2: chairing the Audit, Remuneration, Nomination and Risk Committees.

D1.3: The Chair of the Board receives a separate fee for this role (inclusive).

D1.4: The fee for the Chair is set by the Remuneration Committee; the Chair is not present when his

orher own remuneration is discussed. Fees for Non-Executive Directors are set by the CEO and Chair.

D1.5: Fees are reviewed annually.

D1.6: Expenses incurred in the course of duties may be reimbursed by the Company. This includes

thesettlement of any related tax liabilities for travel expenses or hospitality.

D2: Opportunity for NED fees

D2.1: Current fee levels are set out in the Annual Report on Remuneration.

D2.2: Non-Executive Director fees are set taking into account market practice levels.

D2.3: The fee of the Chair of the Board is set taking into account the individual’s circumstances, skills

and experience.

D2.4: The aggregate fees of the Chairman and Non-Executive Directors will not exceed the limit from

time to time prescribed within the Company’s Articles of Association for such fees (currently £1m per

annum in aggregate).

D3: Performance assessment

D3.1: n/a

Text to be supplied

Corporate governance

Directors’ remuneration report continued

Amigo Holdings PLC

Annual report and accounts 2023

Element Summary of remuneration policy

Section E Illustration of application of the Remuneration Policy

E1.1 Fixed pay E1: Chief Executive Officer

Salary: £355,000

Benefits: 4 x Life cover, Private Medical

Pension: 5% of salary

E1.2: Annual

bonus

Minimum: n/a

Target: 0% of maximum

Maximum: 0% of salary

Whilst Company remains in wind down no bonus will be awarded

E1.3: Long-term

incentive

Minimum: n/a

Target: 0% of maximum

Maximum: 0% of salary

Whilst Company remains in wind down no long-term incentive will be awarded

E2.1 Fixed pay E1: Chief Financial Officer

Salary: £220,000

Benefits: 4 x Life cover

Pension: 5% of salary

E2.2: Annual

bonus

Minimum: n/a

Target: 0% of maximum

Maximum: 0% of salary

Whilst Company remains in wind down no bonus will be awarded

E2.3: Long-term

incentive

Minimum: n/a

Target: 0% of maximum

Maximum: 0% of salary

Whilst Company remains in wind down no long term incentive will be awarded

Section 2 – Remuneration Policy continued

2.1 Policy table for Executive Directors continued

Text to be supplied

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

The Directors present their report and audited accounts for the year ended 31 March 2023.

Additional disclosures

The Strategic Report is a requirement of the UK Companies Act 2006 and can be found on pages 1 to 34 of this

Annual Report.

The Company has chosen, in accordance with section 414C(11) of the Companies Act 2006, to include details of the

following matter in its Strategic Report that would otherwise be disclosed in this Directors’ Report:

Detail Page

Likely future developments in the business 

Stakeholder engagement  – 

Employment of disabled persons 

Greenhouse gas emissions 

The Company is required to disclose certain information under Listing Rule 9.8.4R in the Directors’ Report, or advise

where suchrelevant information is contained. Information required to be disclosed by the Listing Rules, and which is not

included in this Directors’ Report, can be located as follows:

Listing rule Detail Page

LR ..R Employee engagement  and 

LR ..R ()

Capitalised interest



LR ..R () Long-term incentive schemes  – 

LR ..R () Emoluments  – 

LR ..R () and () Related party contracts 

LR ..R

Task Force on Climate-related Financial

Disclosures

 – 

Other information that is relevant to this report, and which isalso incorporated by reference, can be located as follows:

Detail Page

Governance  – 

Credit, market and liquidity risks  – 

Companies Act  s. () 

Corporate details

The Company was incorporated and registered in England and Wales on 24 February 2016 as a private company

limited by shares under the Companies Act 2006 with the name Amigo Holdings Limited and with the registered

number 10024479.

On 8 June 2018, the Company re-registered as a public company under the name Amigo Holdings PLC. The Company

has a Premium Listing on the London Stock Exchange Main Market for listed securities (LON: AMGO). The principal

activity of the Company is to act as a holding company for the Amigo Loans Group of companies.

The Company has no branches outside the UK at the balance sheet date. Amigo Loans International Limited and

AmigoLoans Ireland Limited, companies based in Dublin, were disposed of on 28 February 2023.

Amigo Luxembourg S.A., a wholly owned subsidiary of Amigo Loans Holdings Ltd, incorporated as a public limited

liability company under the laws of the Grand Duchy of Luxembourg was established, on 18 October 2016, for the

principal purpose of issuing the Senior Secured Notes due 2024. The Senior Secured Notes were redeemed at par

infullon 17 March 2023.

Disclaimer

The purpose of this Annual Report is to provide information to the members of the Company and it has been prepared for,

and only for, the members of the Company as a body and no other persons. The Company, its Directors and employees,

agents and advisors do not accept or assume responsibility to any other person to whom this document is shown or into

whose hands it may come and any such responsibility or liability is expressly disclaimed.

A cautionary statement in respect of forward-looking statements contained in this Annual Report is set out on page 100.

Directors’ report

Corporate governance

Directors’ report continued

Amigo Holdings PLC

Annual report and accounts 2023

Results and dividends

The results for the year are set out in the financial statements on pages 90 to 93. The Company did not pay a half year

dividend in the period (2022: nil). In light of the continued solvency issues facing the Company given the announcement

on 23 March 2023 that the Company is in wind down, the Board decided that it is appropriate to not recommend the

payment of a final dividend.

Dividend policy

Under the terms of a Voluntary Requirement agreed between the regulated companies within the Amigo Group and the

FCA, Amigo has agreed not to pay a dividend to shareholders unless permission has been obtained. In addition, given

the announcement on 23 March 2023 that the Company is in wind down, the Directors are of the view that no dividend

can be paid.

Events since the balance sheet date

In April 2023 £50.7m of Scheme restricted cash was transferred to unrestricted cash as permitted under the Fallback

Solution to support the orderly wind down of the business.

On 15 May 2023 Danny Malone resigned from his role as CEO and Director, subject to serving out his six month notice

period to ensure the continuation of the solvent and orderly wind down of the business.

On 9 June 2023 the Board announced that the Company had been approached by Michael Fleming, a financier and

shareholder, to request an exclusivity arrangement in relation to the business, which Amigo agreed to. This is to

allow Mr Fleming to explore finding and completing an investment in the Company or its subsidiaries. The period of

exclusivity expires on 6 September 2023. The Agreement will not stop the Company or its subsidiaries progressing

withthe disposal of assets under its wind down plan or acting on any transaction governed by the Takeover Code.

Thereremain significant impediments to any new capital being made available to the business. In addition, establishing

a new business and potentially creating value for shareholders in the longer term, has significant execution risks and

willrequire regulatory approval.

Directors

The names and biographical details of the current Directors and the Board Committees of which they are members are

set out on pages 36 to 37.

Current Directors

Name Role Appointment date

Jonathan Roe



Independent Non-Executive Chair  August 

Michael Bartholomeusz Independent Non-Executive Director  November 

Danny Malone CEO  June 

Kerry Penfold CFO  September 

Directors resigned in the year

Gary Jennison

,

CEO  August 

Maria Darby-Walker

,

Independent Non-Executive Director  October 

Jerry Loy

,

Independent Non-Executive Director  October 

1 Jonathan Roe was originally appointed as a Non-Executive Director on 1 August 2020 and was authorised by the FCA as Chair on 13 October 2020.

2 Gary Jennison was originally appointed as a Non-Executive Director on 17 August 2020 and was authorised by the FCA as CEO on 7 December 2020.

3 Danny Malone tendered his resignation as a Director on 15 May 2023 but will remain a Director until completion of his six month notice period on

5 November 2023.

4 Gary Jennison resigned as a Director on 23 September 2022.

5 Maria Darby-Walker and Jerry Loy resigned as Directors on 27 March 2023.

The service agreements of the current Executive Directors and the letters of appointment of the Non-Executive Directors

are available for inspection at the Company’s registered office.

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Appointment and removal of Directors

The appointment and replacement of Directors is governed by the Company’s Articles of Association, relevant UK

legislation, the UK Corporate Governance Code. There is no maximum number of Directors who can serve on the Board,

but the number of Directors cannot be less than two.

The Board may appoint a Director either to fill a casual vacancy or as an addition to the Board. An appointed Director

must retire and seek election to office at the next AGM of the Company. In addition to any powers of removal conferred

by the UK Companies Act 2006, the Company may by ordinary resolution remove any Director before the expiry of his

orher period of office and may, subject to the constitutional documents, by ordinary resolution appoint another person

who is willing to act as a Director in their place.

Articles of Association

The Articles of Association of the Company were adopted by special resolution on 28 June 2018, as amended on

29September 2021. Any amendment to the Articles of Association may be made in accordance with the provisions

oftheCompanies Act 2006, by way of special resolution.

Powers of Directors

The powers of the Directors are described in the formal schedule of matters reserved for the Board which is available

onrequest from the Company Secretary and is summarised in the Corporate Governance Report on pages 40 to 45.

The Board manages the business of the Company under the powers set out in the Articles of Association. These powers

include the Directors’ ability to issue or buy back shares. Shareholders’ authority to empower the Directors to purchase

the Company’s own ordinary shares is sought at the AGM each year.

Directors’ interests

Save as disclosed in the Directors’ Remuneration Report, none of the Directors, nor any person connected with them,

has any interest in the share or loan capital of the Company or any of its subsidiaries.

At no time during the year ended 31 March 2023 did any Director hold a material interest, directly or indirectly, in any

contract of significance with the Company or any subsidiary undertaking other than the Executive Directors in relation

totheir service agreements. Danny Malone was engaged on a contractual basis, from 7 February 2022 for four months,

as Interim CFO. On 6 June 2022, he was appointed CFO, subject to approval by the FCA, and on 23 September 2022

was appointed CEO.

Directors’ indemnities and insurance

The Directors have the benefit of a qualifying third-party indemnity from the Company as permitted by the Company’s Articles

of Association (the terms of which are in accordance with the Companies Act 2006). At the year ended 31March2023, the

Company had in place Directors’ and Officers’ liability insurance.

Share capital

The Company has share capital which is divided into ordinary shares of nominal value of 0.25p each, all ranking pari

passu and 41,000 issued and fully paid up deferred shares to £0.24 each. At 31 March 2023, there were 475,333,760

ordinary shares in issue, all fully paid, and 41,000 deferred shares in issue, all fully paid. The Company intends to cancel

all the 41,000 deferred shares of £0.24 each, which are currently held in treasury. Please see note 21 for further details.

Shareholder voting rights, the restrictions on voting rights and the restrictions on the transfer of shares

All of the issued and outstanding ordinary shares of the Company have equal voting rights with one vote per share.

Thedeferred ordinary shares have no voting rights.

The Directors are not aware of any other agreements between holders of the Company’s shares that may result in

restrictions on the transfer of securities or on voting rights.

Corporate governance

Directors’ report continued

Amigo Holdings PLC

Annual report and accounts 2023

Substantial shareholders

As at 31 March 2023, the Company has been made aware of or was notified under the Disclosure and Transparency

Rules (DTR 5) of the following holdings of voting rights in its issued share capital:

Shareholders holding 3% or more of the Company’s issued share capital

Shareholder name Investment style

Number of

ordinary shares

Percentage of total voting

rights attaching to issued

share capital

Hargreaves Lansdown Asset Management Private client broker ,, .%

Interactive Investor Private client broker ,, .%

Halifax Share Dealing Private client broker ,, .%

Barclays Wealth Private client broker ,, .%

I G Markets Private client broker ,, .%

Mr Wolfgang Grabher Private individual ,, .%

The Company has not been notified by any of the private client brokers, holding shares as at 31 March 2023, that any

one individual or organisation holding shares through them, had a reportable shareholding in excess of 3% of the

Company’s issued share capital. During the period between 31 March 2023 and 25 July 2023 (the last practicable date

ofnotification), the Company was not notified under DTR 5 of any other changes to holdings of its issued share capital.

Shareholders with significant influence

The Company seeks to engender a culture where it is responsive to views of its shareholders. During the year, the Chair

and other senior executives sought engagement with the largest shareholders and groups representing shareholders

tounderstand its views on various matters relating to ongoing performance and future strategy.

The Chairs of each of the Board Committees would also expect to engage with shareholders on significant matters

related to their areas of responsibility, if appropriate.

Restriction on the transfer of shares

Save as outlined above, there are no specific restrictions on the transfer of the Company’s shares, although pursuant to

the Articles of Association the Board may refuse to register any transfer of shares which is not a fully paid share provided

that such discretion may not be exercised in a way which the Financial Conduct Authority or the London Stock Exchange

regards as preventing dealings in the shares of the relevant class or classes from taking place on an open and proper

basis. The Board may also refuse to register a transfer where the instrument of transfer is: (i) in favour of more than four

persons jointly; (ii) not left at the registered office of the Company, or at such other place as the Board may from time to

time determine, accompanied by the certificate(s) of the shares to which the instrument relates and such other evidence

as the Directors may reasonably require to show the right of the transferor to make the transfer; and (iii) the instrument

oftransfer is in respect of more than one class of share. In addition, pursuant to the Listing Rules, the Directors of the

Company and persons discharging managerial responsibility are required to obtain prior approval from the Company

todeal in the Company’s securities, and are prohibited from dealing during close periods.

Voting rights

On a poll, votes may be given personally or by proxy. Subject to any rights or restrictions attached to any class or

classes of shares and to any other provisions of the Articles of Association: if a vote is taken on a show of hands, every

member or proxy present in person shall have one vote; and if a vote is taken on a poll, every member present in person

or by proxy shall have one vote for each share held by him. All resolutions put to the members at electronic general

meetings will be voted on by a poll. All resolutions put to the members at a physical general meeting will be voted on

a show of hands unless a poll is demanded: by the Chair of the meeting; or by at least five members present in person

or by proxy and having the right to vote on the resolution; or by any member or members present in person or by proxy

and representing not less than one-tenth of the total voting rights of all the members having the right to vote on the

resolution; or by a member or members present in person or by proxy holding shares in the Company conferring a right

to vote on the resolution being shares on which an aggregate sum has been paid up equal to not less than one-tenth of

the total sum paid up on all shares conferring that right. During the year the Company held an Annual General Meeting.

Authority to purchase its own shares

The Company is permitted pursuant to the terms of its Articles of Association to purchase its own shares subject to

shareholder approval. At the AGM on 28 September 2022, the Company was authorised by shareholders to make market

purchases of up to 10% of its ordinary shares. This authority will expire at the end of the 2023 AGM. The Company did not

repurchase any of its shares during the financial year 2022/23.

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Authority to issue shares

The Company is permitted pursuant to the terms of its Articles of Association to allot, grant options over, offer or

otherwise deal with or dispose of shares in the Company to such persons at such times and generally on such terms and

conditions as they may determine. At the AGM on 28 September 2022, the Company was given authority to allot shares

in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

(i) up to an aggregate nominal amount of £396,072 (such amount to be reduced by the nominal amount of any

shares in the Company or rights to subscribe for or convert any security into shares in the Company granted under

sub-paragraph (ii) below in excess of such sum); and

(ii) comprising equity securities (as defined in section 560(1) of the UK Companies Act 2006) up to an aggregate nominal

amount of £792,215 (such amount to be reduced by any allotments of any shares in the Company or grants of rights to

subscribe for or convert any security into shares in the Company made under sub-paragraph (i) above) in connection

with an offer by way of a rights issue.

This authority will expire at the end of the 2023 AGM.

Employee participation in share schemes

In autumn 2019 the Company implemented a Company-wide Share Incentive Plan (“SIP”) and a Save As You Earn scheme

(“SAYE”). The Company also has a Long Term Incentive Plan (“LTIP”) and Deferred Bonus Plan (“DBP”) for certain employees.

Further details of the LTIP and DBP can be found in the Directors’ Remuneration Report on pages 54 to 72.

Share Incentive Plan: This is an HMRC approved all employee share incentive scheme. Under the SIP, a trustee holds

Amigo shares on bare trust for the participants. These Amigo shares are categorised for the purposes of the SIP as

either: (i) partnership shares; (ii) matching shares; or (iii) dividend shares. The matching shares are subject to a holding

period but participants can instruct the trustee to agree to certain transactions.

Save As You Earn 2019: This is an HMRC approved all employee share incentive scheme. Employees can make a monthly

subscription to a savings account with, at the end of three years, an option to subscribe for shares at £0.6368 per share,

using the funds in the savings account. During the year the SAYE 2019 was closed with no employee exercising the

option to acquire shares in the Company at £0.6368.

Save As You Earn 2020: This is an HMRC approved all employee share incentive scheme. Employees can make a monthly

subscription to a savings account with, at the end of three years, an option to subscribe for shares at £0.097 per share,

using the funds in the savings account. On 31 March 2023 the SAYE 2020 was closed to all new subscriptions and all

participants were advised that the SAYE 2020 would be closed.

Long Term Incentive Plan: This is a long-term share incentive plan which seeks to incentivise senior managers to deliver

the strategic plans of the wider business in accordance with the requirements of the business. Grant awards are made over

shares at nil cost and are subject to performance conditions, which are detailed in the Directors’ Remuneration Report on

pages 54 to 72. On 31 March 2023 the LTIP was closed and all participants were advised that their respective LTIP awards

had lapsed.

Deferred Bonus Plan: Net proceeds of any annual bonus awards for the Executive Directors are used to purchase Amigo

shares, which are held in an employee benefit trust for release over a three year period. There are malus and clawback

provisions for the share awards.

Going concern

As described on page 34.

Financial risk management

Details of financial risk management and financial instruments are disclosed in note 15 of the Group financial statements.

Significant agreements and change of control

There are a number of agreements that take effect, alter or terminate upon change of control of the Company following

atakeover. Except as disclosed below, none of these are considered significant.

Pursuant to the terms of the 7.625% senior secured notes due 2024, issued by Amigo Luxembourg S.A. (the “Issuer”),

awholly owned subsidiary of the Company, the Issuer was obliged to make an offer to repurchase the senior secured

notes at a price of 101%, subject to a one-time exception if the consolidated net leverage ratio of the Group would be less

than 3.3:1.0 after giving effect to the change of control. On 17 March 2023 the Company redeemed at par the remaining

issued Senior Secured Loan Notes.

As at the signing date, the largest notified shareholding position, was 3.31% of the issued share capital of the Company.

As part of the orderly wind down of the business, the business has agreed an enhanced redundancy programme for all

employees, including the Executive Directors.

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Political donations

The Group did not make any political donations or incur any political expenditure (each as defined by the Companies Act

2006) in the EU or elsewhere in the year ended 31 March 2023.

Equal opportunities

The Company has an equal opportunities policy which is followed by all Directors, ExCo members and employees, and

which ensures the Company employs a diverse workforce with regard to aspects such as age, gender and educational

and professional backgrounds. The objectives of the policy include ensuring that: recruitment criteria and procedures

are designed to ensure that individuals are selected solely based on their merits and abilities; employment practices

are regularly reviewed in order to avoid unlawful discrimination; and training is provided to ensure compliance with

the policy.

Companies Act 2006 s.656(1) Disclosure

On 8 March 2023 the Company held a General Meeting to consider whether any, and if so what, steps should be taken to

address the net assets of the Company being half or less of its called-up share capital, pursuant to section 656(1) of the

Companies Act 2006. The Company has been attempting to raise additional capital, which if raised, could have led to the

Company resolving the issue. On 23 March 2023 the Company announced that it had ceased to pursue the fund raise

and the Amigo business would be put into an orderly wind down. The Board are of the view that there is no reasonable

likelihood of the Company being able to resolve this issue at this time.

Disclosure of information to the auditor

The Directors in office at the date of this report have each confirmed that:

•

so far as they are aware, there is no relevant audit information of which the Group’s auditor is unaware; and

•

they have taken all steps that they ought to have taken as a Director to make themselves aware of any relevant audit

information and to establish that the Group’s auditor is aware of that information.

For the purposes of compliance with DTR 4.1.5R(2) and DTR 4.1.8R, the required content of the management report

can be found in the Strategic Report and these regulatory disclosures including the sections of the Annual Report and

Accounts incorporated by reference.

The Directors’ Report was approved by the Board on 27 July 2023.

By Order of the Board

Roger Bennett

Company Secretary

Amigo Holdings PLC

Directors’ report continued

Amigo Holdings PLC

Annual report and accounts 2023

Corporate governance

Directors’ responsibilities statement

Statement of Directors’ responsibilities

inrespect of the Annual Report and the

financialstatements

The Directors are responsible for preparing the Annual

Report and the Group and parent company financial statements

in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group

andparent company financial statements for each financial

year. Under that law they are required to prepare the Group

financial statements in accordance with international

accounting standards. In addition the Group financial

statements are required under the UK Disclosure Guidance

and Transparency Rules to be prepared in accordance with

International Financial Reporting Standards adopted

in the UK.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they

give a true and fair view of the state of affairs of the

Group and parent company and of the Group’s profit or

loss for that period. In preparing each of the Group and

parent company financial statements, the Directors are

required to:

•

select suitable accounting policies and then apply

themconsistently;

•

make judgements and estimates that are reasonable,

relevant and reliable; and

•

state whether they have been prepared in accordance

with international accounting standards.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the parent company’s transactions and disclose with

reasonable accuracy at any time the financial position of

the parent company and enable them to ensure that its

financial statements comply with the Companies Act 2006.

They are responsible for such internal control as they

determine is necessary to enable the preparation of

financial statements that are free from material misstatement,

whether due to fraud or error, and have general responsibility

for taking such steps as are reasonably open to them to

safeguard the assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations, the Directors

are also responsible for preparing a Strategic Report,

Directors’ Report, Directors’ Remuneration Report and

Corporate Governance Statement that comply with that

law and those regulations.

The Directors are responsible for the maintenance

and integrity of the corporate and financial information

included on the Company’s website. Legislation in the UK

governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors

inrespect of the Annual Report

We confirm that to the best of our knowledge:

1. the financial statements, prepared in accordance with

the applicable set of accounting standards, give a true

and fair view of the assets, liabilities, financial position

and profit or loss of the Company and the undertakings

included in the consolidation taken as a whole; and

2. the management report includes a fair review of the

development or performance of the business and

the position of the Company and the undertakings

included in the consolidation taken as a whole,

together with a description of the principal risks

anduncertainties.

We consider the Annual Report and Accounts, taken as a

whole, is fair, balanced and understandable and provides

the information necessary for shareholders to assess

the Group’s position and performance, business model

and strategy.

Danny Malone

Director

27 July 2023

Corporate governance

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

81 Independent auditor’s report

88 Consolidated statement of

comprehensiveincome

89 Consolidated statement of ﬁnancial position

90 Consolidated statement of changes in equity

91 Consolidated statement of cash ﬂows

92 Notes to the consolidated ﬁnancial statements

118 Company statement of ﬁnancial position

119 Company statement of changes in equity

120 Company statement of cash ﬂows

121 Notes to the ﬁnancial statements – Company

123 Appendix: alternative performance

measures(unaudited)

123 Glossary

126 Information for shareholders

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Independent auditor’s report to the members of Amigo Holdings PLC

For the purpose of this report, the terms “we” and “our” denote

MHA in relation to UK legal, professional and regulatory responsibilities

and reporting obligations to the members of Amigo Holdings

PLC. For the purposes of the table on pages 82 to 83 that sets

out the key audit matters and how our audit addressed the key

audit matters, the terms “we” and “our” refer to MHA. The Group

financial statements, as defined below, consolidate the accounts

ofAmigo Holdings PLC and its subsidiaries (the “Group”). The

“Parent Company” is defined as Amigo Holdings PLC, as an

individual entity. The relevant legislation governing the Company is

the United Kingdom Companies Act 2006 (“Companies Act 2006”).

Opinion

We have audited the financial statements of Amigo Holdings PLC

for the year ended 31 March 2023.

The financial statements that we have audited comprise:

•

the Consolidated Statement of Comprehensive Income;

•

the Consolidated Statement of Financial Position;

•

the consolidated statement of changes in equity;

•

the Consolidated Statement of Cash Flows;

•

Notes 1 to 29 to the consolidated financial statements, including

significant accounting policies;

•

the Company Statement of Financial Position;

•

the Company Statement of Changes in Equity;

•

the Company Statement of Cash Flows; and

•

notes 1a to 8a to the Company financial statements, including

significant accounting policies.

The financial reporting framework that has been applied in

the preparation of the Group and Parent Company’s financial

statements is applicable law and International Financial Reporting

Standards as adopted by the UK (“IFRS”).

In our opinion the financial statements:

•

give a true and fair view of the state of the Group’s and of the

Parent Company’s affairs as at 31 March 2023 and of the Group’s

loss for the year then ended;

•

have been properly prepared in accordance with International

Financial Reporting Standards as adopted by the UK

(“IFRS”); and

•

have been prepared in accordance with the requirements of the

Companies Act 2006.

Our opinion is consistent with our reporting to the AuditCommittee.

Basis for opinion

We conducted our audit in accordance with International Standards

on Auditing (UK) (ISAs (UK)) and applicable law. Ourresponsibilities

under those standards are further described in theAuditor’s

Responsibilities for the Audit of the Financial Statements section

of our report. We are independent of the Group in accordance

with the ethical requirements that are relevant to our audit of the

financial statements in the UK, including the FRC’s Ethical Standard

as applied to listed public interest entities, and we have fulfilled

ourethical responsibilities in accordance with those requirements.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis forour opinion.

Emphasis of matter – financial statements

prepared on a basis other than going concern.

We draw attention to note 1 to the financial statements which

explains that the Directors have taken the decision to wind down

the operations and subsequently liquidate the Group and Parent

Company and therefore do not consider it to be appropriate to

adopt the going concern basis of accounting in preparing the

financial statements. Accordingly, the financial statements have

been prepared on a basis other than going concern as described

in note 1.

Our opinion is not modified in respect of this matter.

Overview of our audit approach

Group

audit scope

Our audit was scoped by obtaining an understanding

of the Group, including the Parent Company, and

its environment, including the Group’s system of

internal control, and assessing the risks of material

misstatement in the financial statements. We also

addressed the risk of management override of

internal controls, including assessing whether there

was evidence of bias by the Directors that may

haverepresented a risk of material misstatement.

We identified significant components based on

their significance to the Group balance sheet and

operations. We performed full scope audit work

onthe Parent Company and significant components.

The components not covered by our audit scope

were subject to analytical procedures to confirm

our conclusion that there were no significant

risks of material misstatement in the aggregated

financialinformation.

First year

transition

This is the first year we have been appointed as

auditors to the Group and the Parent Company.

Weundertook the following transitional procedures:

•

Held meetings with senior management to gain

an understanding of the Group and Company’s

operations and strategic objectives.

•

We held meetings with the predecessor

auditors, including reviewing their audit working

papers for the prior financial period to gain an

understanding of the Group and Company’s

processes, their audit risk assessment, and

the design of their audit approach for the year

ended 31 March 2022.

The results of these procedures were considered

in our audit planning and risk assessment for our

audit for the year ended 31 March 2023.

Materiality Group Parent company

£200,000 £18,000

2.6% of net assets 2% of total assets

Key

audit matters

•

Customer complaints provision.

•

Expected credit losses on customer loans

andreceivables.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Independent auditor’s report to the members of Amigo Holdings PLC continued

Key audit matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements

of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we

identified. These matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources

in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

1. Customer complaints provision

Key audit

matterdescription

The Group has been subject to historic complaints relating to unaffordable lending. A provision is carried in the

financial statements in respect of compensation payments related to these complaints. The Group agreed a

court approved Scheme of Arrangement (the “Scheme”), which limits in part the amount the Group would pay

in compensation on these claims. As at the year end the complaints provision held is £195.9m (2021: £179.8m) of which

£97.1m (2021: £97.0m) is accrued for redress due to customers. The cash is held in a restricted bank account.

The provision is made in line with the terms of the Scheme. The element of the provision that is subject to

significant estimation and judgement relates to balance adjustments in respect of upheld complaints where

thecustomer holds a live loan at the Scheme’s effective date. The key areas of estimation and judgement are:

•

Uphold rates.

•

Average balance adjustments.

How the scope of

ouraudit responded

tothe key audit matter

We performed the following procedures:

We obtained and reviewed the calculation of the provision. We challenged management on the various

elements that make up the provision to assess the appropriateness of its inclusion in the provision.

We obtained and reviewed the management judgement paper setting out the key judgements made in

determining the provision.

We reviewed key legal documents relating to the provision, including the court approved Scheme of Arrangement.

We performed loan and complaints data testing to test the validity of data used in calculating the provision.

Uphold rates:

•

Obtained an understanding of the method used to determine uphold rates and sources of data of key inputs.

•

Challenged management on the basis which they determined the uphold rate, including whether management

had considered factors that would either have an increasing or decreasing effect on the uphold rate.

•

Selected a sample of processed claims to validate against supporting documents the claim status as either

rejected or upheld or unprocessed.

•

Benchmarked the uphold rate of complaints, to other market participants who had faced similar conduct issues.

•

Performed sensitivity analysis of the provision to changes in the uphold rate.

Average balance adjustments:

•

Obtained an understanding of the method used to determine average balance adjustment and sources

ofdata of key inputs.

•

On a sample basis tested key data inputs such as arrears status, loan write off and loan balance

tosupporting information.

•

Recalculated the average balance adjustment.

Key observations

communicated to

theAudit Committee

The requirements for IAS 37 for recognition of a provision have been applied appropriately in recognition

ofthe customer complaints provision.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Key audit matters continued

2. Expected credit losses on customer loans and receivables

Key audit

matterdescription

There is significant management judgement and estimation in determining the key assumptions used the

estimation of expected credit losses (“ECL”) on customer loans and receivables.

The Group had two loan books. The Amigo Legacy loan book and the Amigo Reward Rate loan book.

TheAmigo Reward Rate loan book has been classified as held for sale therefore ECL is not calculated on the

loan book. The ECL model of the Group works on collective assessment level assigning Probability of Default

(“PD”), Loss Given Default (“LGD”) and Exposure at Default (“EAD”) based on key terms of the loan receivables

such as: term of loan, vintage, arrears status, COVID flag, current balance, and forbearance indicator flags.

The key assumptions and judgements include:

•

Staging – Allocation of loan receivables to stage 1, 2, or 3 on a timely basis in accordance with IFRS 9.

•

Model estimations – Accounting interpretations, modelling assumptions and data used to build and run

the Probability of Default (“PD”), Loss Given Default (“LGD”) and Exposure at Default (“EAD”) models that

calculate the ECL.

•

Economic scenarios – Inputs, assumptions and weightings used to estimate the impact of multiple economic

scenarios including any changes to scenarios required.

•

Judgements exercised by management in determining whether a significant increase in credit risk (“SICR”)

should be recognised.

•

Determining the appropriateness of any model overlays is at the discretion of management.

How the scope of

ouraudit responded

tothe key audit matter

We performed the following procedures:

Controls testing – We evaluated the design and implementation of key controls across the processes relevant

to ECL, including the judgments and estimates noted. As there was no material new lending in the period,

wedid not test controls over underwriting of new loans. We tested controls in the areas of:

•

Identification of loan arrears and system flagging of these, and non-performing loans.

•

Allocation of loan repayments to loan accounts.

•

Accuracy of recording of loan data in the loan system.

•

Reconciliation of loan data to the general ledger

•

Governance and approval and key areas of judgments and estimate, including in-model adjustments (“IMA”),

post-model adjustments (“PMA”) and application macro-economic scenarios.

We engaged the support of our credit modelling experts to assess the performance of the ECL models and

theappropriateness of management’s key judgements and assumptions in the context of the current economic

environment and our wider industry experience.

Staging – We evaluated the criteria used to allocate loans to stage 1, 2 or 3 in accordance with IFRS 9.

Forsample exposures, we tested the appropriateness of the staging of the exposure by testing the correct

application of SICR criteria. Our work in this regard included validating the payment history of the exposure

toensure that the exposure has been correctly classified as either stage 1, 2 or 3.

Model estimations – We evaluated and challenged the impairment methodologies for compliance with IFRS

9. Using modelling experts we tested the application of the key assumptions, inputs and formulae used.

This included a combination of assessing model design and formulae, alternative modelling techniques,

recalculating the PD, LGD and EAD, and model implementation.

Economic scenarios – Using a credit and modelling expert, we evaluated and challenged the application

ofthe economic scenarios to the determination of the ECL. This included evaluating probability weights and

considering contrary evidence by comparing these to other scenarios from a variety of external sources and

assessing whether the forecasted macroeconomic variables were complete and appropriate.

We assessed the appropriateness of the SICR criteria determined by management in relation to loans and

advances to customers.

Tested post model adjustments and overlays. This included assessing the completeness and appropriateness

of these adjustments.

Overall assessment – We performed an overall assessment of the ECL provision levels by stage to determine

ifthey were reasonable by considering the overall credit quality of the loan portfolio and the risk profile.

Key observations

communicated to

theAudit Committee

We are satisfied that provision for the impairment of loans and advances to customers were reasonable and

recognised in accordance with IFRS 9 requirements.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Independent auditor’s report to the members of Amigo Holdings PLC continued

Our application of materiality

Our definition of materiality considers the value of error or

omission on the financial statements that, individually or in

aggregate, would change or influence the economic decision of

a reasonably knowledgeable user of those financial statements.

Misstatements below these levels will not necessarily be

evaluated as immaterial as we also take account of the nature

of identified misstatements, and the particular circumstances of

their occurrence, when evaluating their effect on the financial

statements as a whole. Materiality is used in planning the scope

ofour work, executing that work and evaluating the results.

Materiality in respect of the Group was set at £200,000 which

was determined on the basis of 2.6% of the Group’s net assets.

Materiality in respect of the Parent Company was set at £18,000,

determined on the basis of 2.0% of the Parent Company’s total

assets. Net assets and total assets were deemed to be the

appropriate benchmark for the calculation of materiality as this

isa key area of the financial statements because this reflects the

net equity interest in the Group and Parent Company respectively.

We considered this to be a key metric in view of the financial

statements being prepared on a basis other than going concern.

Inour opinion this is therefore the benchmark with which the

usersof the financial statements are principally concerned.

Performance materiality is the application of materiality at the

individual account or balance level, set at an amount to reduce,

to an appropriately low level, the probability that the aggregate

ofuncorrected and undetected misstatements exceeds materiality

for the financial statements as a whole.

Performance materiality for the Group was set at £120,000 and

at £30,540 for the Parent Company which represents 60% of the

above materiality levels.

The determination of performance materiality reflects our

assessment of the risk of undetected errors existing, the nature

ofthe systems and controls and the level of misstatements arising

in previous audits.

We agreed to report any corrected or uncorrected adjustments

exceeding £10,000 and £2,500 in respect of the Group and

Parent Company respectively to the Audit Committee as well

as differences below this threshold that in our view warranted

reporting on qualitative grounds.

Overview of the scope of the Group and

ParentCompany audits

Our assessment of audit risk, evaluation of materiality and

our determination of performance materiality sets our audit

scope foreach company within the Group. Taken together, this

enablesus to form an opinion on the consolidated financial

statements. This assessment takes into account the size, risk profile,

organisation/distribution and effectiveness of group-wide controls,

changes in the business environment and other factors such as

recent internal audit results when assessing the level of work to

beperformed at each component.

In assessing the risk of material misstatement to the consolidated

financial statements, and to ensure we had adequate quantitative

and qualitative coverage of significant accounts in the consolidated

financial statements, of the eight reporting components of the

Group, we identified six components which represent the principal

business units within the Group. We performed full scope audits

of these six components. The remain two reporting components

were deemed immaterial to the Group financial statements and

analytical procedures were performed on these components.

Nocomponent auditors were involved in this audit.

The control environment

We evaluated the design and implementation of those internal

controls of the Group, including the Parent Company, which

are relevant to our audit, such as those relating to the financial

reporting cycle.

We deployed our internal IT audit specialists to obtain an

understanding of the general IT environment.

Climate-related risks

In planning our audit and gaining an understanding of the Group

and Parent Company, we considered the potential impact of

climate-related risks on the business and its financial statements.

We obtained management’s climate-related risk assessment, along

with relevant documentation and reports relating to management’s

assessment and held discussions with management to understand

their process for identifying and assessing those risks. We have

agreed with managements’ assessment that climate-related risks

are not material to these financial statements and reviewed the

relevant disclosures as required by the Listing Rules.

Reporting on other information

The other information comprises the information included in

the annual report other than the financial statements and our

auditor’s report thereon. The Directors are responsible for the

other information contained within the annual report. Our opinion

on the financial statements does not cover the other information

and, except to the extent otherwise explicitly stated in our

report, we do not express any form of assurance conclusion

thereon. Our responsibility is to read the other information and,

in doing so, consider whether the other information is materially

inconsistent with the financial statements, or our knowledge

obtained in the course of the audit, or otherwise appears to be

materially misstated. If we identify such material inconsistencies

or apparent material misstatements, we are required to determine

whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed,

we conclude that there is a material misstatement of this other

information, we are required to report that fact.

We have nothing to report in this regard.

Strategic report and Directors’ report

In our opinion, based on the work undertaken in the course of

the audit:

•

the information given in the strategic report and the Directors’

report for the financial year for which the financial statements

are prepared is consistent with the financial statements; and

•

the strategic report and the Directors’ report have been

prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and

the Parent Company and their environment obtained in the course

of the audit, we have not identified material misstatements in the

strategic report or the Directors’ report.

Directors’ remuneration report

Those aspects of the Directors’ remuneration report which are

required to be audited have been prepared in accordance with

applicable legal requirements.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Corporate governance statement

We have reviewed the Directors’ statement in relation to going

concern, longer-term viability and that part of the Corporate

Governance Statement relating to the entity’s compliance with

theprovisions of the UK Corporate Governance Code specified

forour review by the Listing Rules.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial

statements and our knowledge obtained during the audit:

•

Directors’ statement with regards the basis of preparing the

financial statements on a basis other than going concern set

outon page 77;

•

Directors’ explanation as to its assessment of the Group’s

prospects, the period this assessment covers and why the

period is appropriate set out on page 74;

•

Directors’ statement on whether it has a reasonable expectation

that the Group will be able to continue in operation and meets

its liabilities set out on page 74;

•

Directors’ statement on fair, balanced and understandable set

out on page 79;

•

Board’s confirmation that it has carried out a robust assessment

of the emerging and principal risks set out on page 28;

•

Section of the annual report that describes the review of

effectiveness of risk management and internal control systems

set out on page 28; and

•

Section describing the work of the audit committee set out

on page 46.

Matters on which we are required to report

byexception

We have nothing to report in respect of the following matters in

relation to which the Companies Act 2006 requires us to report

toyou if, in our opinion:

•

adequate accounting records have not been kept by the parent

company, or returns adequate for our audit have not been

received by branches not visited by us; or

•

the parent company financial statements are not in agreement

with the accounting records and returns; or

•

certain disclosures of Directors’ remuneration specified by law

are not made; or

•

the part of the Directors’ remuneration report to be audited is

not in agreement with the accounting records and returns; or

•

we have not received all the information and explanations

werequire for our audit; or

•

a corporate governance statement has not been prepared

bythe Parent Company.

Responsibilities of Directors

As explained more fully in the Directors’ responsibilities statement,

the Directors are responsible for the preparation of the financial

statements and for being satisfied that they give a true and fair

view, and for such internal control as the Directors determine is

necessary to enable the preparation of financial statements that

are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible

for assessing the Group’s and the Parent Company’s ability to

continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of

accounting unless the Directors either intend to liquidate the

Group or Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor responsibilities for the audit of the

financial statements

Our objectives are to obtain reasonable assurance about

whetherthe financial statements as a whole are free from

materialmisstatement, whether due to fraud or error, and to

issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will always

detecta material misstatement when it exists.

Misstatements can arise from fraud or error and are considered

material if, individually or in aggregate, they could reasonably

beexpected to influence the economic decisions of users taken

on the basis of these financial statements.

A further description of our responsibilities for the

financial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description

formspartof our auditor’s report.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Independent auditor’s report to the members of Amigo Holdings PLC continued

Extent to which the audit was considered

capable of detecting irregularities,

includingfraud

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud.

These audit procedures were designed to provide reasonable

assurance that the financial statements were free from fraud

or error. The risk of not detecting a material misstatement due

to fraud is higher than the risk of not detecting one resulting

from error and detecting irregularities that result from fraud is

inherentlymore difficult than detecting those that result from

error,as fraud may involve collusion, deliberate concealment,

forgery or intentional misrepresentations. Also, the further

removed non-compliance with laws and regulations is from

eventsand transactions reflected in the financial statements,

theless likely wewould become aware of it.

Identifying and assessing potential risks arising

from irregularities, including fraud

The extent of the procedures undertaken to identify and assess

the risks of material misstatement in respect of irregularities,

including fraud, included the following:

•

We considered the nature of the industry and sector the control

environment, business performance including remuneration

policies and the Group’s, including the Parent Company’s, own

risk assessment that irregularities might occur as a result of fraud

or error. From our sector experience and through discussion

with the Directors, we obtained an understanding of the legal

and regulatory frameworks applicable to the Group focusing

on laws and regulations that could reasonably be expected to

have a direct material effect on the financial statements, such

as provisions of the Companies Act 2006, UK tax legislation

orthose that had a fundamental effect on the operations of the

Group including the regulatory and supervisory requirements

ofthe Financial Conduct Authority (FCA).

•

We enquired of the Directors and management including the

in-house legal counsel, compliance, risk and internal audit, audit

committee concerning the Group’s and the Parent Company’s

policies and procedures relating to:

•

identifying, evaluating and complying with the laws and

regulations and whether they were aware of any instances

ofnon-compliance;

•

detecting and responding to the risks of fraud and whether

they had any knowledge of actual or suspected fraud; and

•

the internal controls established to mitigate risks related

tofraud or non-compliance with laws and regulations.

•

We assessed the susceptibility of the financial statements

to material misstatement, including how fraud might occur

by evaluating management’s incentives and opportunities

for manipulation of the financial statements. This included

utilising the spectrum of inherent risk and an evaluation of

the risk of management override of controls. We determined

that the principal risks were related to posting inappropriate

journal entries to increase revenue or reduce costs, creating

fictitious transactions, and management bias in accounting

estimates particularly in determining expected credit losses

andcustomercomplaints provision.

Audit response to risks identified

In respect of the above procedures:

•

we corroborated the results of our enquiries through our review

of the minutes of the Group’s and the Parent Company’s board

and audit committee meetings, inspection of the complaints

registers, inspection of legal and regulatory correspondence

and correspondences from the FCA;

•

audit procedures performed by the engagement team in

connection with the risks identified included:

•

reviewing financial statement disclosures and testing to

supporting documentation to assess compliance with

applicable laws and regulations expected to have a direct

impact on the financial statements;

•

testing journal entries, including those processed late for

financial statements preparation, those posted by infrequent or

unexpected users, those posted to unusual account combinations;

•

evaluating the business rationale of significant transactions

outside the normal course of business, and reviewing

accounting estimates for bias;

•

enquiry of management around actual and potential litigation

and claims;

•

challenging the assumptions and judgements made by

management in its significant accounting estimates, in

particular those relating to the determination of the expected

credit losses and customer complaints provision as reported

in the key audit matter section of our report; and

•

obtaining confirmations from third parties to confirm existence

of a sample of balances.

•

the Group and the Parent Company operate in a regulated

industry. As such, the Senior Statutory Auditor considered

the experience and expertise of the engagement team to

ensure that the team had the appropriate competence and

capabilities; and

•

we communicated relevant laws and regulations and potential

fraud risks to all engagement team members, including experts

and remained alert to any indications of fraud or non-compliance

with laws and regulations throughout the audit.

Other requirements

We were appointed by the Directors on 2 September 2022.

Theperiod of total uninterrupted engagement period of the firm

isone year.

We did not provide any non-audit services which are prohibited

bythe FRC’s Ethical Standard to the Group or the Parent Company,

and we remain independent of the Group and the Parent Company

in conducting our audit.



Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Use of our report

This report is made solely to the Parent Company’s members, as

a body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might

state to the Parent Company’s members those matters we are

required to state to them in an auditor’s report and for no other

purpose. To the fullest extent permitted by law, we do not accept

or assume responsibility to anyone other than the Parent Company

and the Parent Company’s members as a body, for our audit work,

for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (“FCA”) Disclosure

Guidance and Transparency Rule (“DTR”) 4.1.14R, these financial

statements form part of the European Single Electronic Format

(“ESEF”) prepared Annual Financial Report filed on the National

Storage Mechanism of the UK FCA in accordance with the ESEF

Regulatory Technical Standard (“ESEF RTS”). This auditor’s report

provides no assurance over whether the annual financial report

has been prepared using the single electronic format specified

inthe ESEF RTS.

Rakesh Shaunak, FCA

(Senior Statutory Auditor)

for and on behalf of MHA, Statutory Auditor

London, United Kingdom

27 July 2023

MHA is the trading name of MacIntyre Hudson LLP, a limited

liability partnership in England and Wales (registered

number OC312313)

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

Year to Year to

31 Mar 2023 31 Mar 2022

Notes £m £m

Revenue 4 19.3 89.5

Interest payable and funding facility fees 5 (3.6) (16.7)

Interest receivable 1.5 0.1

Impairment of amounts receivable from customers 3.4 (37.0)

Administrative and other operating expenses 7 (36.2) (24.6)

Complaints provision (expense)/release 19 (19.1) 156.6

Total operating (expense)/income (55.3) 132.0

(Loss)/profit before tax (34.7) 167.9

Tax (charge)/credit on (loss)/profit 10 (0.1) 1.7

(Loss)/profit and total comprehensive (loss)/profit attributable to equity

shareholders of the Group

(34.8) 169.6

The(loss)/profit is derived from continuing activities.

(Loss)/earnings per share

Basic (loss)/earnings per share (pence) 12 (7.3) 35.7

Diluted (loss)/earnings per share (pence) 12 (7.3) 35.7

The accompanying notes form part of these financial statements.

1 There was less than £0.1m of other comprehensive income during the relevant periods, and hence no consolidated statement of other comprehensive

income is presented.

Consolidated statement of comprehensive income

for the year ended 31 March 2023

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

31 Mar 2023 31 Mar 2022

Notes £m £m

Non-current assets

Customer loans and receivables 13 — 25.4

Property, plant and equipment — 0.5

Right-of-use lease assets 20 — 0.8

— 26.7

Current assets

Customer loans and receivables 13 45.7 114.8

Property, plant and equipment 0.3 —

Right-of-use lease assets 20 0.1 —

Other receivables 16 1.5 1.6

Current tax asset 0.8 0.7

Cash and cash equivalents (restricted)

107.2 7.6

Cash and cash equivalents 62.4 133.6

218.0 258.3

Held for sale assets 14 1.1 —

Total assets 219.1 285.0

Current liabilities

Trade and other payables 17 (6.0) (6.7)

Lease liabilities 20 (0.1) (0.3)

Complaints provision 19 (195.9) (82.8)

Restructuring provision 19 (4.5) —

(206.5) (89.8)

Non-current liabilities

Borrowings 18 — (49.7)

Lease liabilities 20 — (0.6)

Complaints provision 19 — (97.0)

— (147.3)

Total liabilities (206.5) (237.1)

Net assets 12.6 47.9

Equity

Share capital 21 1.2 1.2

Share premium 207.9 207.9

Translation reserve — 0.1

Merger reserve (295.2) (295.2)

Retained earnings 98.7 133.9

Shareholder equity 12.6 47.9

The accompanying notes form part of these financial statements.

1 Cash and cash equivalents (restricted) of £ 107.2m (2022: £7.6m) materially relates to cash held for the benefit of customers in relation to payments

arising out of the Scheme of Arrangement.

The financial statements of Amigo Holdings PLC were approved and authorised for issue by the Board and were signed on its behalf by:

Kerry Penfold

Director

27 July 2023

Company no. 10024479

Consolidated statement of financial position

as at 31 March 2023

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

Share Share Translation Merger Retained Total

capital premium reserve

reserve

earnings equity

£m £m £m £m £m £m

At 1 April 2021 1.2 207.9 — (295.2) (35.3) (121.4)

Total comprehensive profit — — — — 169.6 169.6

Translation reserve — — 0.1 — — 0.1

Share-based payments — — — — (0.4) (0.4)

At 31 March 2022 1.2 207.9 0.1 (295.2) 133.9 47.9

Total comprehensive loss — — — — (34.8) (34.8)

Translation reserve — — (0.1) — — (0.1)

Share-based payments — — — — (0.4) (0.4)

At 31 March 2023 1.2 207.9 — (295.2) 98.7 12.6

The accompanying notes form part of these financial statements.

1 The translation reserve is due to the effect of foreign exchange rate changes on translation of financial statements of the Irish entities.

2 The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure. The restructure was

within a wholly owned group, constituting a common control transaction.

Consolidated statement of changes in equity

for the year ended 31 March 2023

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

(Loss)/profit for the period (34.8) 169.6

Adjustments for:

Impairment movement (3.4) 37.0

Complaints provision 28.8 (156.6)

Restructuring provision 4.5 —

Tax charge/(credit) 0.1 (1.7)

Interest expense 3.6 16.7

Interest receivable (1.5) (0.1)

Interest recognised on loan book (30.8) (97.0)

Share-based payment (0.4) (0.4)

Depreciation of property, plant and equipment 0.5 0.5

Operating cash flows before movements in working capital (33.4) (32.0)

Decrease in receivables — 0.1

Increase/(decrease) in payables 0.6 (6.3)

Complaints cash expense (12.7) (8.1)

Tax (paid)/refunds (0.2) 0.2

Interest paid (3.4) (18.5)

Net cash (used in) operating activities before loans issued and collections on loans (49.1) (64.6)

Loans issued (2.5) —

Collections 130.6 263.0

Other loan book movements (2.1) (0.4)

Decrease in deferred brokers’ costs 1.9 7.5

Net cash from operating activities 78.8 205.5

Investing activities

Proceeds from sale of property, plant and equipment — 0.3

Net cash from investing activities — 0.3

Financing activities

Lease principal payments (0.3) (0.3)

Repayment of external funding (50.0) (248.5)

Net cash (used in) financing activities (50.3) (248.8)

Net increase/(decrease) in cash and cash equivalents 28.5 (43.0)

Effects of movement in foreign exchange (0.1) —

Cash and cash equivalents at beginning of period 141.2 184.2

Cash and cash equivalents at end of period

169.6 141.2

The accompanying notes form part of these financial statements.

1 Total cash is inclusive of cash and cash equivalents (restricted) of £107.2m (2022: £7.6m). This restricted cash materially relates to cash held for the

benefit of customers in relation to payments arising out of the Scheme of Arrangement.

Consolidated statement of cash flows

for the year ended 31 March 2023

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

1. Accounting policies

1.1 Basis of preparation of financial statements

Amigo Holdings PLC is a public company limited by shares (following IPO on 4 July 2018), listed on the London Stock Exchange

(LSE:AE: AMGO). The Company is incorporated and domiciled in England and Wales. With effect from 15 June 2023 the Company’s

registered office is Unit 11a, The Avenue Centre, Bournemouth, Dorset, United Kingdom BH2 5RP.

The principal activity of the Company is to act as a holding company for the Amigo Loans Group of companies. The principal activity of

the Amigo Loans Group is to provide loans to individuals. Previously, its principal activity was to provide individuals with guarantor loans

from £2,000 to £10,000 over one to five years. No new advances on these products have been made since November 2020. Following

FCA approval to return to lending, in October 2022, Amigo launched, on a pilot basis, a new guarantor loan as well as an unsecured loan

product which featured dynamic pricing to reward on-time payment with lower rates and penalty-free annual payment holidays. The new

products were released under the RewardRate brand. With the Fallback Solution being implemented, leading to a cessation of trade and

implementation of a wind down plan, new lending has been stopped in the current year.

These consolidated Group and Company financial statements have been prepared on a basis other than going concern, and approved

by the Directors in conformity with the requirements of the Companies Act 2006 and these Group and Company financial statements

were also in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the UK. There has been no departure

from the required IFRS standards.

The consolidated financial statements have been prepared under the historical cost convention, except for financial instruments

measured at amortised cost or fair value.

The presentational currency of the Group is GBP, the functional currency of the Company is GBP, and these financial statements are

presented in GBP. All values are stated in £ million (£m) except where otherwise stated.

In preparing the financial statements, the Directors are required to use certain critical accounting estimates and are required to exercise

judgement in the application of the Group and Company’s accounting policies. See note 2 for further details.

Going concern

In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an assessment of the

Groupaup and Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the

financial statements.

The Directors believe there is no general dispensation from the measurement, recognition and disclosure requirements of IFRS despite

the Group not continuing as a going concern. Therefore, IFRS is applied accordingly throughout the financial statements. The relevant

accounting standards for each part of the financial statements have been applied on the conditions that existed and decisions that had

been taken by the Board as at or prior to 31 March 2023.

In undertaking a going concern review, the Directors considered the Group’s decision to switch the Scheme from the Preferred to the

Fallback Solution, announced on 23 March 2023.

The switch to the Fallback Solution required that the trading subsidiary, Amigo Loans Ltd (“ALL”), stopped lending with immediate effect

and be placed into an orderly wind down, with the result that all surplus assets after the wind down will be transferred to the Scheme

creditors. A further requirement of the Fallback Solution is that ALL be placed into liquidation within two months of payment of the final

Scheme dividend. No value will be attributed to the ordinary shares of the Company in this scenario.

Given the cessation of trading on 23 March 2023, alongside no apparent realistic strategic capital raise or viable alternative solutions,

and the requirement dictated by the Scheme to ultimately liquidate Amigo Loans Ltd (the Group’s sole cash-generating unit), the Board

have determined that the Annual Report and financial statements for FY23 will be prepared on a basis other than going concern.

The Board has prepared a set of financial projections for the solvent wind down following the cessation of new lending in March.

Alongside a base scenario which indicates ample liquidity available through the course of wind down, a downside scenario has been

collated that stresses the primary cash flow risks to the Group that are considered severe but plausible. Stresses have been applied to:

•

the collect out of the legacy Amigo loan book;

•

removal of any prospective debt sales;

•

increased Scheme liabilities; and

•

increased overhead spend.

Despite the stresses applied, the Group maintains sufficient liquidity in the period. It is therefore considered only a marginal risk that

the Group is unable to remain solvent during the orderly wind down. The key risks that would prevent this from being achieved can

becbe considered the risks applied in the downside scenario alongside potential regulatory action or intervention.

Basis of consolidation

The consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes

in shareholders’ equity, consolidated statement of cash flows and notes to the financial statements include the financial statements of

the Company and all of its subsidiary undertakings inclusive of structured entities (“SEs”); see note 28 for a full list of subsidiaries and

SEs. Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable

returns through its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial

statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date

thatcoat control ceases.

The vehicle ALL Scheme Ltd was incorporated on 6 January 2021 and is a wholly owned and controlled subsidiary of the Group included

in the consolidated financial statements for the years ended 31 March 2023 and 31 March 2022. The Group reviews complaint claims

through this vehicle and, where appropriate, will pay cash redress to customers that have been affected by historical issues in the UK

business. There was no activity through this vehicle in the prior financial year.

Notes to the consolidated financial statements

for the year ended 31 March 2023

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

1. Accounting policies continued

1.1 Basis of preparation of financial statements continued

Basis of consolidation continued

The Group’s securitisation facility was established in November 2018. The Company fully repaid the facility in September 2021, and

the securitisation structure was subsequently closed in November 2022 (see note 18 for further details). The structured entity AMGO

Funding (No. 1) Ltd was set up in this process. The Group had both power and control over that structured entity, as well as exposure

to variable returns from the special purpose vehicle (“SPV”); hence, this is included in the consolidated financial statements. SEs are

fully consolidated based on the power of the Group to direct relevant activities, and its exposure to the variable returns of the SE.

Inassessing whether the GroupIn assessing whether the Group controls an SE, judgement is exercised to determine the following: whether the activities of the SE are

being conducted on behalf of the Group to obtain benefits from the SE’s operation; whether the Group has the decision-making powers

to control or to obtain control of the SE or its assets; whether the Group is exposed to the variable returns from the SE’s activities; and

whether the Group is able to use its power to affect the amount of returns. The Group’s involvement with SEs is detailed in note 25.

All intercompany balances and transactions are eliminated fully on consolidation. The financial statements of the Group’s subsidiaries

(including SEs that the Group consolidates) are prepared for the same reporting period as the Group and Company, using consistent

accounting policies.

1.2 Amounts receivable from customers

i) Classification

IFRS 9 requires a classification and measurement approach for financial assets which reflects how the assets are managed and their cash

flow characteristics. IFRS 9 includes three classification categories for financial assets: measured at amortised cost, fair value through

other comprehensive income (“FVOCI”) and fair value through profit and loss (“FVTPL”). Note, the Group does not hold any financial

assets that are equity investments; hence, the below considerations of classification and measurement only apply to financial assets that

are debt instruments. A financial asset is measured at amortised cost if it meets both of the following conditions (and is not designated

asat Fas at FVTPL):

•

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

•

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest (“SPPI”) on the

principal amount outstanding.

Business model assessment

In the assessment of the objective of a business model, the information considered includes:

•

the stated policies and objectives for the loan book and the operation of those policies in practice, in particular whether management’s

strategy focuses on earning contractual interest revenue, maintaining a particular interest rate profile, matching the duration of the

financial assets to the duration of the liabilities that are funding those assets or realising cash flows through the sale of the assets;

•

how the performance of the loan book is evaluated and reported to the Group’s management;

•

the risks that affect the performance of the business model (and the financial assets held within that business model) and its strategy

for how those risks are managed;

•

how managers of the business are compensated (e.g. whether compensation is based on the fair value of the assets managed or the

contractual cash flows collected); and

•

the frequency, volume and timing of debt sales in prior periods, the reasons for such sales and the Group’s expectations about future

sales activity. However, information about sales activity is not considered in isolation, but as part of an overall assessment of how the

Group’s stated objective for managing the financial assets is achieved and how cash flows are realised.

The Group’s business comprises primarily loans to customers that are held for collecting contractual cash flows. Debt sales of charged

off assets are not indicative of the overall business model of the Group. The business model’s main objective is to hold assets to collect

contractual cash flows.

In light of the decision to enter into the Fallback Solution and the trigger for an orderly wind down of the business the Board re-evaluated

this business model assessment, noting also that any reclassification of financial assets identified as requiring reclassification is the

first day of the next accounting period. The assessment was no longer considered appropriate for the RewardRate portfolio for which

a decision has been made to sell as a result of the wind down strategy and has been classified as Held for Sale as at 31 March 2023

(see note 14). The RewardRate portfolio has been reclassified under fair value through other comprehensive income with effect from

1Ap1 April 2023.

Assessment of whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined

as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular

period of time, as well as profit margin.

In assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the instrument. This includes

assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such

that it would not meet this condition. The Group has deemed that the contractual cash flows are SPPI and hence, loans to customers are

measured at amortised cost under IFRS 9.

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

1. Accounting policies continued

1.2 Amounts receivable from customers continued

ii) Impairment

IFRS 9 includes a forward-looking expected credit loss (“ECL”) model with regards to impairment. IFRS 9 requires an impairment provision

to be recognised on origination of a financial asset. Under IFRS 9, a provision is made against all stage 1 (defined below) financial assets

to reflect the expected credit losses from default events within the next twelve months. The application of lifetime expected credit losses

to assets which have experienced a significant increase in credit risk results in an uplift to the impairment provision.

iii) Measurement of ECLs

Under IFRS 9 financial assets fall into one of three categories:

Stage 1 – financial assets which have not experienced a “significant” increase in credit risk since initial recognition;

Stage 2 – financial assets that are considered to have experienced a “significant” increase in credit risk since initial recognition; and

Stage 3 – financial assets which are in default or otherwise credit impaired.

Loss allowances for stage 1 financial assets are based on twelve month ECLs; that is the portion of ECLs that result from default events

that are estimated within twelve months of the reporting date and are recognised from the date of asset origination. Loss allowances

forsfor stage 2 and 3 financial assets are based on lifetime ECLs, which are the ECLs that result from all default events over the expected

lifeof affe of a financial instrument.

At the reporting date, the Group held both guarantor and personal loans on balance sheet. In relation to the guarantor loans, in substance

the borrower and the guarantor of each financial asset have equivalent responsibilities. Hence, for each loan there are two obligors to

which the entity has equal recourse. This dual borrower nature of the product is a key consideration in determining the staging and the

recoverability of an asset. The new guarantor and unsecured loan products under the RewardRate brand have been disclosed as held

forsfor sale assets at 31 March 2023 and therefore does not attract ECL impairment.

The Group has assessed that ECLs on customer loans and receivables is a key sensitivity, refer to note 2.1.1 for further detail of the

judgements and estimates used in the measurement of ECLs and note 2.1.3 for detail on impact of forward-looking information on the

measurement of ECLs.

iv) Assessment of significant increase in credit risk (“SICR”)

In determining whether the credit risk (i.e. risk of default) of a financial instrument has increased significantly since initial recognition,

the Group considers reasonable and supportable information that is relevant and available without undue cost or effort, including both

quantitative and qualitative information and analysis. The qualitative customer data used in this assessment is payment status flags,

which occur in specific circumstances such as a short-term payment plan, breathing space or other indicators of a change in a customer’s

circumstances. See note 2.1.2 for details of how payment status flags are linked to staging, and judgements on what signifies a significant

increase in credit risk.

v) Derecognition

Receivable from customers are derecognised when the entity’s contractual rights to the financial asset’s cash flows have expired.

vi) Definition of default

The Group considers an account to be in default if it is more than three contractual payments past due, i.e. greater than 61 days, which is

a more prudent approach than the rebuttable presumption in IFRS 9 of 90 days and has been adopted to align with internal operational

procedures. The Group reassesses the status of loans at each month end on a collective basis. When the arrears status of an asset

improves so that it no longer meets the default criteria for that portfolio, it is immediately cured and transitions back from stage 3 within

the Group’s impairment model.

vii) Forbearance

Where the borrower indicates to the Group that they are unable to bring the account up to date, informal, temporary forbearance

measures may be offered. There are no changes to the customer’s contract at any stage. Depending on the forbearance measure

offered, an operational flag will be added to the customer’s account, which may indicate significant increase in credit risk and trigger

movement of this balance from stage 1 to stage 2 in impairment calculation. See note 2.1.2 for further details.

1.3 Revenue

Revenue comprises interest income on amounts receivable from customers. Loans are initially measured at fair value (which is equal

to cost at inception) plus directly attributable transaction costs and are subsequently measured at amortised cost using the effective

interest rate method. Revenue is presented net of amortised broker fees which are spread over the expected behavioural lifetime of the

loan as part of the effective interest rate method. Revenue is also presented net of modification adjustments recognised in the period,

where no historical event suggesting a significant increase in credit risk has occurred on that asset (see notes 1.12.1.d for further details).

The effective interest rate (“EIR”) is the rate that discounts estimated future cash payments or receipts through the expected life

ofof the financial instrument (or a shorter period where appropriate) to the net carrying value of the financial asset or financial liability.

Thecalculation takThe calculation takes into account all contractual terms of the financial instrument and includes any incremental costs that are directly

attributable to the instrument, but not future credit losses.

1.4 Operating expenses

Operating expenses include all direct and indirect costs. Where loan origination and acquisition costs can be referenced directly back

toto individual transactions (e.g. broker costs), they are included in the effective interest rate in revenue and amortised over the behavioural

life of the loan rather than recognised in full at the time of acquisition.

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

1. Accounting policies continued

1.5 Interest payable and funding facilities

Interest expense and income, excluding bond premium, is recognised as it accrues in the consolidated statement of comprehensive

income using the EIR method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised

as a reduction in the proceeds of the associated capital instruments and recognised over the behavioural life of the liability. The bond

premium is amortised over the life of the bond. Amortised facility fees are charged to the consolidated statement of comprehensive

income over the term of the facility using the effective interest rate method. Non-utilisation fees are charged to the consolidated

statement of comprehensive income as incurred.

Where an existing debt instrument is replaced by another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and

the recognition of a new liability. All capitalised fees relating to the prior debt instrument are written off to the consolidated statement

ofcomof comprehensive income at the date of derecognition.

Senior secured note premiums and discounts are part of the instrument’s carrying amount and therefore are amortised over the expected

life of the notes. Where senior secured notes are repurchased in the open market resulting in debt extinguishment, the difference

between the carrying amount of the liability extinguished or transferred to another party and the consideration paid, including any

non-cash assets transferred or liabilities assumed, is recognised in the consolidated statement of comprehensive income.

1.6 Dividends

Equity dividends payable are recognised when they become legally payable. Interim equity dividends are recognised when paid.

Finalenal equity dividends are recognised on the earlier of their approval or payment date.

1.7 Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive

income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

1.7.1 Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively

enacted at the consolidated statement of financial position date, and any adjustment to tax payable in respect of previous years. Taxable

profit/loss differs from profit/loss before taxation as reported in the income statement because it excludes items of income or expense

that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.

1.7.2 Deferred tax

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes

and the amounts used for taxation purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profits

will be available against which the temporary differences can be utilised. Should circumstances arise where the Group concludes it is no

longer considered probable that future taxable profits will be available against which temporary differences can be utilised, deferred tax

assets will be written off and charged to the consolidated statement of comprehensive income.

The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities

that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries

to the extent that they are unlikely to reverse in the foreseeable future. The amount of deferred tax provided is based on the expected

manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at

theconsolidatedthe consolidated statement of financial position date.

1.8 Property, plant and equipment (“PPE”)

PPE is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly

attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by

management. Where parts of an item of PPE have different useful lives, they are accounted for as separate items of property, plant and

equipment. Repairs and maintenance are charged to the consolidated statement of comprehensive income during the period in which

they are incurred.

Depreciation is charged to the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives

of each part of an item of property, plant and equipment. The estimated useful lives are as follows:

•

Leasehold improvements 10% straight line

•

Fixtures and fittings 25% straight line

•

Computer equipment 50% straight line

•

Office equipment 50% straight line

•

Motor vehicles 25% straight line

Depreciation methods, useful lives and residual values are reviewed, and adjusted if appropriate, at each consolidated statement

ofof financial position date.

1.9 Intangible assets

Intangible assets are recognised at historical cost less accumulated amortisation and accumulated impairment losses. Intangible assets

are amortised from the date they are available for use. Amortisation is charged to the consolidated statement of comprehensive income.

Acquired software costs incurred are capitalised and amortised on a straight-line basis over the anticipated useful life, which is normally

four years.

Amortisation methods, useful lives and residual values are reviewed at each consolidated statement of financial position date.

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

1. Accounting policies continued

1.10 Held for sale assets

A non-current asset or disposal group is classified as held-for-sale when its carrying amount will be recovered principally through a sale

transaction. This is the case when the asset is available for immediate sale in its present condition subject only to terms that are usual and

customary for sales of such asset and its sale is highly probable. On initial classification as held-for-sale non-current assets are measured

at the lower of their carrying amount and the fair value less costs to sell.

1.11 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that

the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount

recognised as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement

of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using

the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. For more details

see note 2.2 and note 19.

Contingent liabilities are possible obligations arising from past events, whose existence will be confirmed only by uncertain future events,

or present obligations arising from past events that are not recognised because either an outflow of economic benefits is not probable,

or the amount of the obligation cannot be reliably measured. Contingent liabilities are not recognised in the consolidated statement

of financial position but information about them is disclosed unless the possibility of any economic outflow in relation to settlement is

remote. See note 19 for further details.

1.12 Financial instruments

The Group primarily enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities,

themoe most significant being amounts receivable from customers and senior secured notes in the form of high yield bonds. During the year

the Group utilised a securitisation facility which has been fully repaid at the balance sheet date.

1.12.1 Financial assets

a) Other receivables

Other receivables relating to loans and amounts owed by parent and subsidiary undertakings are measured at transaction price, less

any impairment. Loans and amounts owed by parent and subsidiary undertakings are unsecured, have no fixed repayment date, and are

repayable on demand and interest on such balances is accrued on an arm’s length basis. The impact of ECLs on other receivables has

been evaluated and it is immaterial.

b) Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily

convertible to known amounts of cash with insignificant risk of change in value. The impact of ECLs on cash has been evaluated and it

isimmatis immaterial.

c) Cash and cash equivalents (restricted).

Cash and cash equivalents (restricted) materially relate to cash held for the benefit of customers in relation to payments arising out of the

Scheme of Arrangement.

d) Modification of financial assets

Where modifications to financial asset terms occur, for example, modified payment terms following granting of a Covid-19 payment

holiday to customers, the Group evaluates from both quantitative and qualitative perspectives whether the modifications are deemed

substantial. If the cash flows are deemed substantially different, then the contractual rights to cash flows from the original asset

are deemed to have expired and the asset is derecognised (see 1.12.1.e) and a new asset is recognised at fair value plus eligible

transaction costs.

For non-substantial modifications the Group recalculates the gross carrying amount of a financial asset based on the revised cash

flows and recognises a modification loss in the consolidated statement of comprehensive income. The modified gross carrying amount

is calculated by discounting the modified cash flows at the original effective interest rate. For customer loans and receivables, where

the modification event is deemed to be a trigger for a significant increase in credit risk or occurs on an asset where there were already

indicators of significant increase in credit risk, the modification loss is presented together with impairment losses. In other cases, it is

presented within revenue.

e) Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when:

•

the rights to receive cash flows from the asset have expired; or

•

the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows

infullin full without material delay to a third party under a “pass-through” arrangement and either:

•

the Group has transferred substantially all the risks and rewards of the asset; or

•

the Group has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

f) Write-off

Customer loans and receivables are written off the consolidated statement of financial position when an account is six contractual

payments past due, as at this point it is deemed that there is no reasonable expectation of recovery. When there is recovery on

written-off debts or when cash is received from the third-party purchaser on the legal purchase date of the assets, recoveries are

recognised in the consolidated statement of comprehensive income within the impairment charge.

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

1. Accounting policies continued

1.12 Financial instruments continued

1.12.2 Financial liabilities

Debt instruments (other than those wholly repayable or receivable within one year), i.e. borrowings, are initially measured at fair value

less transaction costs and subsequently at amortised cost using the effective interest method.

Debt instruments that are payable within one year, typically trade payables, are measured, initially and subsequently, at the undiscounted

amount of the cash or other consideration expected to be paid or received. These include liabilities recognised for the expected cost of

repurchasing customer loans and receivables previously sold to third parties, where a lending decision complaint has since been upheld

in the customer’s favour. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment

of atof a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an outright

short-term loan not at market rate, the financial liability is measured, initially, at the present value of the future cash flow discounted at

amarka market rate of interest for a similar debt instrument and subsequently at amortised cost.

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. See note 1.5 for details of treatment

ofof premiums/discounts on borrowings .

Short-term payables are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair

value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or has expired. Where an existing

financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a

new liability. The difference between the carrying value of the original financial liability and the consideration paid is recognised in the

consolidated statement of comprehensive income.

1.13 Securitisation

The Group securitised certain financial assets via the sale of these assets to a special purpose entity, which in turn issued securities to investors.

All financial assets continue to be held on the Group’s consolidated statement of financial position, together with debt securities in issue

recognised for the funding. Securitised loans are not derecognised for the purposes of IFRS 9 on the basis that the Group retains substantially

all the risks and rewards of ownership. The securitisation structure was closed in November 2022. See note 25 for further details.

1.14 Merger reserve

The merger reserve was created as a result of a Group reorganisation in 2017 to create an appropriate holding company structure.

Withh the merger accounting method, the carrying values of the assets and liabilities of the parties to the combination are not required

tobe ato be adjusted to fair value, although appropriate adjustments shall be made through equity to achieve uniformity of accounting policies

in the combining entities. The restructure was within a wholly owned group, constituting a common control transaction.

1.15 Leases

IFRS 16 distinguishes between leases and service contracts on the basis of whether the use of an identified asset is controlled by the

Group. Control is considered to exist if the Group has:

•

the right to obtain substantially all of the economic benefits from the use of an identified asset; and

•

the right to direct the use of that asset.

Where control, and therefore a lease, exists, a right-of-use asset and a corresponding liability are recognised for all leases where the

Group is the lessee, except for short-term assets and leases of low-value assets. Short-term assets and leases of low-value assets are

expensed to the consolidated statement of comprehensive income as incurred.

i) Lease liability

All leases for which the Group is a lessee, other than those that are less than twelve months in duration or are low value which the Group

has elected to treat as exempt, require a lease liability to be recognised on the consolidated statement of financial position on origination

of the lease. For these leases, the lease payment is recognised within administrative and operating expenses on a straight-line basis over

the lease term. The lease liability is initially measured at the present value of the lease payments at the commencement date, discounted

using the incremental borrowing rate, as there is no rate implicit in the lease. This is defined as the rate of interest that the lessee would

have to pay to borrow, over a similar term and with similar security, the funds necessary to obtain an asset of a similar value to the

right-of-use asset in a similar economic environment. The interest expense on the lease liability is to be presented as a finance cost.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease, using the effective interest

rate method, and reducing the carrying amount to reflect the lease payments made. The lease liability is remeasured whenever:

•

the lease term has changed, in which case the lease liability is remeasured by discounting the revised lease payments using a revised

discount rate;

•

the lease payments change due to changes in an index or rate, in which case the lease liability is remeasured by discounting the

revised lease payments using the initial discount rate; and

•

the lease contract is modified and the modification is not accounted for as a separate lease, in which case the lease liability

isris remeasured by discounting the revised lease payments using a revised discount rate.

ii) Right-of-use asset

For each lease liability a corresponding right-of-use asset is recorded in the consolidated statement of financial position.

The right-of-use asset is initially measured at cost and subsequently measured at cost less accumulated depreciation and impairment

losses, adjusted for any remeasurement of the lease liability. Right-of-use assets are depreciated over the shorter period of lease

term and useful life of the underlying asset, with the depreciation charge presented under administrative and operating expenses.

TheGroupThe Group’s right-of-use assets relate to two property leases for offices in Bournemouth.

Financial statements

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

1. Accounting policies continued

1.16 Foreign currency translation

Items included in the financial statements of each of the Group’s subsidiaries are measured using the currency of the primary economic

environment in which the subsidiary operates (the functional currency). The Group’s subsidiaries primarily operate in the UK and Republic

of Ireland. The Irish subsidiaries were disposed of in February 2023. The consolidated and the Company financial statements are

presented in Sterling, which is the Group and Company’s presentational currency.

Transactions that are not denominated in the Group’s presentational currency are recorded at an average exchange rate for the month.

Monetary assets and liabilities denominated in foreign currencies are translated into the relevant presentational currency at the exchange

rates prevailing at the consolidated statement of financial position date. Non-monetary items carried at historical cost are translated using

the exchange rate at the date of the transaction. Differences arising on translation are charged or credited to the consolidated statement

of comprehensive income.

1.17 Defined contribution pension scheme

The Group operates a defined contribution pension scheme. Contributions payable to the Group’s pension scheme are charged to the

consolidated statement of comprehensive income on an accruals basis.

1.18 Share-based payments

The Company grants options under employee savings-related share option schemes (typically referred to as Save As You Earn schemes

(“SAYE”)) and makes awards under the Share Incentive Plans (“SIP”) and the Long Term Incentive Plans (“LTIP”). All of these plans are

equity settled.

The fair value of the share plans is recognised as an expense over the expected vesting period with a corresponding entry to retained

earnings, net of deferred tax. The fair value of the share plans is determined at the date of grant. The fair value of the awards granted

is measured based on Company-specific observable market data, taking into account the terms and conditions upon which the awards

were granted.

Non-market-based vesting conditions (i.e. earnings per share and absolute total shareholder return targets) are taken into account in

estimating the number of awards likely to vest, which is reviewed at each accounting date up to the vesting date, at which point the

estimate is adjusted to reflect the actual awards issued.

The grant by the Company of options and awards over its equity instruments to the employees of subsidiary undertakings is treated

asanas aninvest investment in the Company’s financial statements.

1.19 Items presented separately within the consolidated statement of comprehensive income

Complaints expense is presented separately on the face of the consolidated statement of comprehensive income. This item is deemed

exceptional because of its size, nature or incidence and which the Directors consider should be disclosed separately to enable a full

understanding of the Group’s results.

1.20 Share capital

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial

liability or financial asset. The Group’s ordinary shares are classified as equity instruments.

2. Critical accounting assumptions and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and estimates.

Judgements

The preparation of the consolidated Group financial statements in conformity with IFRS requires management to make judgements,

estimates and assumptions that affect the reported amounts of assets and liabilities at the consolidated statement of financial position

date and the reported amounts of income and expenses during the reporting period. The most significant uses of judgements and

estimates are explained in more detail in the following sections:

•

IFRS 9: measurement of ECLs:

•

Assessing whether the credit risk of an instrument has increased significantly since initial recognition (note 2.1.2).

•

Definition of default is considered by the Group to be when an account is three contractual payments past due (note 1.2.vi).

•

Multiple economic scenarios – the probability weighting of base, downside and severe downside scenarios to the ECL

calculation(noon (note 2.1.3).

•

Complaints provision:

•

Estimating the probability, timing and amount of any outflows (note 2.2.1).

•

Restructuring provision:

•

Required resource plan and subsequent timing of staff exits.

•

Assessing supplier requirements and recognition of onerous contracts.

•

Accounts receivable from customers:

•

Judgement is applied in assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the

instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount

of contractual cash flows such that it would not meet this condition.

•

Held for sale assets:

•

Assessing probability and timing of an asset’s prospective sale (note 14).

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

2. Critical accounting assumptions and key sources of estimation uncertainty continued

Estimates

Areas which include a degree of estimation uncertainty are:

•

IFRS 9: measurement of ECLs:

•

Adopting a collective basis for measurement in calculation of ECLs in IFRS 9 calculations (note 2.1.1).

•

Probability of default (“PD”), exposure at default (“EAD”) and loss given default (“LGD”) (note 2.1.1).

•

Forward-looking information incorporated into the measurement of ECLs (note 2.1.3).

•

Incorporating a probability weighted estimate of external macroeconomic factors into the measurement of ECLs (note 2.1.3).

•

Complaints provisions:

•

Calculation of the uphold rate for customers on the gross loan book and/or customers that have made payments post the Scheme

Effective Date. These calculations evaluate current and historical data, and assumptions and expectations of future outcomes (note 2.2.1).

•

Estimation of the cash liability is based on assumptions around net future collections which uses assumptions around credit losses,

valuation of impaired debt and operating expenses.

•

Valuation of the investment in subsidiaries held by parent company Amigo Holdings PLC (note 2a of Company financial statements).

•

Restructuring provision:

•

Severance costs of staff exits which are contingent on the timing of exit and therefore contingent on future resource required.

•

Held for sale asset:

•

Estimate of expected fair value less costs to sell, valued via a market approach (note 14).

2.1 Credit impairment

2.1.1 Measurement of ECLs

The Group has adopted a collective basis of measurement for calculating ECLs. The loan book is bifurcated into those customers who

have had a Covid-19 forbearance plan and those who have not. The allowance for ECLs is calculated using three components: PD, LGD

and EAD. The ECL is calculated by multiplying the PD (twelve month or lifetime depending on the staging of the loan), LGD and EAD and

the result is discounted to the reporting date at the original EIR.

The twelve month and lifetime PDs represent the probability of a default occurring over the next twelve months or the lifetime of the

financial instruments, respectively, based on historical data and assumptions and expectations of future economic conditions.

EAD represents the expected balance at default, considering the repayment of principal and interest from the balance sheet date to

the default date. LGD is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the difference

between the contractual cash flows due and those that the Group expects to receive.

2.1.2 Assessment of significant increase in credit risk (“SICR”)

To determine whether there has been a SICR the following two-step approach has been taken:

1) The primary indicator of whether a significant increase in credit risk has occurred for an asset is determined by considering the

presence of certain payment status flags on a customer’s account. This is the Group’s primary qualitative criteria considered in the

assessment of whether there has been a significant increase in credit risk. If a relevant operational flag is deemed a trigger indicating

the remaining lifetime probability of default has increased significantly, the Group considers the credit risk of an asset to have increased

significantly since initial recognition. Examples of this include operational flags for specific circumstances such as short-term payment

plans and breathing spaces granted to customers.

2) As a backstop, the Group considers that a significant increase in credit risk occurs no later than when an asset is two contractual

payments past due (one payment past due is equivalent to 30 days past due), which is aligned to the IFRS 9 rebuttable presumption

ofmoof more than 30 days past due. This is the primary quantitative information considered by the Group in significant increase in credit

riskassk assessments.

The Group reassesses the flag status of all loans at each month end and remeasures the proportion of the book which has demonstrated

a significant increase in credit risk based on the latest payment flag data. An account transitions from stage 2 to stage 1 immediately when

a payment flag is removed from the account.

2.1.3 Forward-looking information

The Group assesses the impact of forward-looking information on its measurement of ECLs. While the Group has historically analysed effects

of a range of macro-economic variables it believes the most significant factors likely to impact future credit losses will be unemployment and

inflation. These factors are considered on a qualitative basis in estimating PDs and weighting scenarios and ultimately reflect The Group’s

expectations of future credit losses.

Financial statements

100

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

2. Critical accounting assumptions and key sources of estimation uncertainty continued

2.1 Credit impairment continued

2.1.3 Forward-looking information continued

The Group has modelled and weighted three different ECL scenarios – a base, a downside and a severe downside scenario:

•

The base scenario broadly represents probability of defaults whereby historic performance is extrapolated with an expectation for

future deterioration applied on a judgemental qualitative basis relating to expectations on the aforementioned macroeconomic factors.

A weighting of 25% has been applied to reflect the Group’s assumption that whilst the current macroeconomic environment has the

potential to improve based on recent Office for Budgetary Reporting (“OBR”) forecasts, the rate of inflation is likely to remain high

throughout the remaining life of the loan book and therefore likely to impact customers in an adverse manner. Further consideration

has been given to the rise in interest rates, which are expected to remain materially above recent prior year averages.

•

The downside scenario uplifts the base scenario probability of default by an average of 17%. Incremental to the base scenario

assumptions, further consideration has been given to the uncertainty surrounding macroeconomic forecasts and the potential for a

range of outcomes. In the downside scenario, the uplift to PDs is modelled based on a further potential deterioration in the economy

and the macroeconomic factors that may impact the Group’s customer base, for example inflation and unemployment spike, which

would result in an income shock and rise in defaults. A weighting of 50% has been applied to this scenario to reflect a prudent

judgement on future credit losses given the high level of uncertainty in economic forecasts.

•

The severe downside applies a further uplift of 25% to the downside scenario, weighted at 25%. This scenario captures the income

shock outlined in the downside scenario along with incremental credit losses the Group may reasonably expect to experience in the

managed wind down of the business.

The following table details the absolute impact on the current ECL provision of £18.0m if each of the three scenarios are given a probability

weighting of 100%.

Impact

Base -0.9m

Downside +0.2m

Severe downside +0.5m

The scenarios above demonstrate a range of ECL provisions from £17.1m to £18.5m.

As with any economic forecasts, the projections and likelihoods of occurrence are subject to a high degree of inherent uncertainty and

therefore the actual outcomes may be significantly different to those projected.

2.2 Complaints provisions

2.2.1 Complaints provision – estimation uncertainty

Provisions included in the statement of financial position refers to a provision recognised for customer complaints. The provision

represents an accounting estimate of the expected future outflows arising from certain customer-initiated complaints, using information

available as at the date of signing these financial statements.

Identifying whether a present obligation exists and estimating the probability, timing, nature and quantum of the redress payments that

may arise from past events require judgements to be made on the specific facts and circumstances relating to the individual complaints.

Management evaluates on an ongoing basis whether complaints provisions should be recognised, revising previous judgements and

estimates as appropriate; however, there is a wide range of possible outcomes.

These calculations involve significant, complex management judgement and estimation. The key assumption with the most potential for

variability is the uphold rate (%) – the expected average uphold rate applied to future undecisioned Scheme claimants.

The calculation of the complaints provision as at 31 March 2023 is based on Amigo’s best estimate of the future obligation. The Scheme

cash redress provision is £97.1m, which is estimated based on future financial projections of the orderly wind down of the Group, which

therefore inherently carries a degree of uncertainty. This estimate assumes, as per the Scheme, that all assets of the business are

committed to Scheme claimants.

As at 31 March 2023, the Group has recognised a complaints provision totalling £195.9m in respect of customer complaints redress and

associated costs. Utilisation in the period totalled £3.0m. primarily relating to the cost incurred in processing decisioning on Scheme

claims. The liability has increased by £16.1m compared to prior year. The closing provision is comprised of balance adjustments which

have decreased with the passage of time,due to the collection of customer balances, and an estimate of refunds to upheld Scheme

claimants for collections made since Scheme effective date, which will be redressed in full and attract compensatory interest.

On an underlying basis the liability for customer redress has increased approximately £27m, which is reflective of both increased volume

of claims, now known, and the estimated rate of the claims that are upheld. The uphold rate in prior year was estimated at 65% based

primarily on empirical evidence from comparable schemes, this has been revised to 81% as at 31 March 2023 based on actual decisioning

data from amarom a material portion of the claimant population.

101

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

2. Critical accounting assumptions and key sources of estimation uncertainty continued

2.2 Complaints provisions continued

2.2.1 Complaints provision – estimation uncertainty continued

The following table details the effect on the complaints provision considering incremental changes on the key assumption, should current

estimates prove too high or too low.

Assumption Assumption used Sensitivity applied Sensitivity (£m)

Average uphold rate per customer

81% +/-5ppts +5.0 -5.0

Cash redress provision

£97.1m +/-5ppts +4.9 -4.9

1 Uphold rate. Sensitivity analysis shows the impact of a 5 percentage point change in the applied uphold rate on both the current and forward-looking

elements of the provision.

2 Cash redress. Sensitivity analysis shows the impact of a 5 percentage point change in the amount of the cash redress provision

The table above shows the increase or decrease in total provision charge resulting from reasonably possible changes in the key uphold

rate assumption. The Board considers that this sensitivity analysis covers the full range of likely outcomes based on the fact that a

significant portion of claims has been decisioned already.

It is possible that the eventual outcome may differ materially from the current estimate and could materially impact the financial

statements as a whole. This is due to the risks and inherent uncertainties surrounding the assumptions used in the provision calculation.

3. Segment reporting

The Group has one operating segment based on the geographical location of its operations, being the UK. IFRS 8 requires segment

reporting to be based on the internal financial information reported to the chief operating decision maker. The Group’s chief operating

decision maker is deemed to be the Group’s Executive Committee (“ExCo”) whose primary responsibility is to support the Chief

Executive Officer (“CEO”) in managing the Group’s day-to-day operations and analyse trading performance.

Amigo Loans Ireland Limited, registered in Ireland, is not a reportable operating segment, as it is not separately included in the reports

provided to the strategic steering committee. The results of these operations are included in the “other segments” column. Amigo Loans

Ireland Limited was, in prior years, reported as a separate segment but it no longer meets the criteria for separate segment reporting.

Amigo Loans Ireland Limited was sold by the Group to the CEO of the business in a management buy-out on 28 February 2023.

The table below presents the Group’s performance on a segmental basis for the year to 31 March 2023 in line with reporting to the chief

operating decision maker:

Year ended 31 March 2023

Year to Year to Year to

31 Mar 2023 31 Mar 2023 31 Mar 2023

£m £m £m

UK Other Total

Revenue 19.2 0.1 19.3

Interest payable and funding facility fees (3.6) — (3.6)

Interest receivable 1.5 — 1.5

Impairment of amounts receivable from customers 3.4 — 3.4

Administrative and other operating expenses (37.5) 1.3 (36.2)

Complaints provision expense (19.1) — (19.1)

Total operating (expense)/income (56.6) 1.3 (55.3)

(Loss)/profit before tax (36.1) 1.4 (34.7)

Tax charge on loss (0.1) — (0.1)

(Loss)/profit and total comprehensive income attributable to equity shareholders

oftheGroupof the Group

(36.2) 1.4 (34.8)

31 Mar 2023 31 Mar 2023 31 Mar 2023

£m £m £m

UK Ireland Total

Gross loan book

63.4 — 63.4

Less impairment provision (18.0) — (18.0)

Net loan book

45.4 — 45.4

1 Gross loan book represents total outstanding loans and excludes deferred broker costs.

2 Net loan book represents gross loan book less provision for impairment.

Financial statements

102

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

3. Segment reporting continued

The carrying value of property, plant and equipment and intangible assets included in the consolidated statement of financial position

materially all relates to the UK. The results of each segment have been prepared using accounting policies consistent with those of the

Group as a whole.

Year ended 31 March 2022

Year to Year to Year to

31 Mar 2022 31 Mar 2022 31 Mar 2022

£m £m £m

UK Other Total

Revenue 88.6 0.9 89.5

Interest payable and funding facility fees (16.6) (0.1) (16.7)

Interest receivable 0.1 — 0.1

Impairment of amounts receivable from customers (37.4) 0.4 (37.0)

Administrative and other operating expenses (23.9) (0.7) (24.6)

Complaints provision release 156.6 — 156.6

Total operating income/(expense) 132.7 (0.7) 132.0

Profit before tax 167.4 0.5 167.9

Tax credit on profit

1.7 — 1.7

Profit and total comprehensive income attributable to equity shareholders of the Group 169.1 0.5 169.6

31 Mar 2022 31 Mar 2022 31 Mar 2022

£m £m £m

UK Other Total

Gross loan book

184.2 1.2 185.4

Less impairment provision (47.1) (0.3) (47.4)

Net loan book

137.1 0.9 138.0

1 The tax credit for the UK reflects an adjustment for prior years and a tax refund received during the year.

2 Gross loan book represents total outstanding loans and excludes deferred broker costs.

3 Net loan book represents gross loan book less provision for impairment.

4. Revenue

Revenue consists of interest income and is derived primarily from a single segment in the UK, but also from Irish entity Amigo Loans

Ireland Limited (see note 3 for further details).

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

Interest under amortised cost method 19.0 88.2

Modification of financial assets (note 6) 0.3 1.2

Other income — 0.1

19.3 89.5

5. Interest payable and funding facility fees

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

Senior secured notes interest payable 3.7 14.9

Funding facility fees (0.1) 1.0

Securitisation interest payable — 0.2

Other finance costs — 0.6

3.6 16.7

No interest was capitalised by the Group during the period. Funding facility fees include non-utilisation fees and amortisation of initial

costs of the Group’s senior secured notes.

Other finance costs in the prior year largely represent non-utilisation fees of £0.5m relating to the securitisation facility.

103

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

6. Modification of financial assets

Covid-19 payment holidays and any subsequent extensions were assessed as non-substantial financial asset modifications under IFRS 9.

The carrying value of historical modification losses at the year end was £0.6m (2022: £5.9m).

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

Modification release recognised in revenue — 1.2

Modification release recognised in impairment 0.1 4.1

Total modification release 0.1 5.3

7. Operating expenses

The main categories of expenditure included in administrative and other operating expenses are employee costs £17.3m (2022: £13.6m),

legal, professional and consultancy fees £10.9m (2022: £5.1m) and licence fees £2.5m (2022: £1.9m).

Year to Year to

31 Mar 2023 31 Mar 2022

Other operating expenses include: £m £m

Fees payable to the Company’s auditor and its associates for:

– audit of these financial statements 0.2 0.3

– audit of financial statements of subsidiaries 0.4 0.9

– audit-related assurance services

0.1 0.4

Depreciation of property, plant and equipment 0.5

0.5

Depreciation and interest expense on leased assets 0.3 0.3

Defined contribution pension cost 0.4 0.4

1 Other assurance services include reviews of interim financial statements and other assurance services. In 2023, audit fees were paid to MHA, and in

2022 they were paid to KPMG.

8. Employees

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

Employee costs

Wages and salaries 10.9 11.1

Social security costs 1.4 1.4

Cost of defined contribution pension scheme (note 23) 0.4 0.4

Share-based payments (note 22) (0.2) (0.4)

Restructuring provision

(note 19) 4.2 -

Other (termination payments) 0.6 1.1

17.3 13.6

1 Restructuring provision relates to the cost of redundancies (see note 19 for further details).

The average monthly number of employees employed by the Group (including the Directors) during the year, analysed by category, was

as follows:

Year to Year to Year to Year to Year to Year to

31 Mar 2023 31 Mar 2023 31 Mar 2023 31 Mar 2022 31 Mar 2022 31 Mar 2022

UK Other Total UK Other Total

Employee numbers

Operations 101 7 108 151 7 158

Support 101 3 104 97 5 102

202 10 212 248 12 260

Operations roles are customer supporting roles such as collections and complaints handling teams. Support teams include but are not

limited to: IT, HR, finance and legal.

Average headcount decreased by 48 in the current year as compared to prior year, reflecting the reduction in size of the book

over the year.

Financial statements

104

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

9. Key management remuneration

The remuneration of the Executive and Non-Executive Directors, who are the key management personnel of the Group, is set out below

in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.

Year to Year to

31 Mar 2023 31 Mar 2023

£m £m

Key management emoluments including employers’ National Insurance costs 1.8 1.6

Termination payments 0.6 —

2.4 1.6

During the year retirement benefits were accruing for one Director (2022: one) in respect of defined contribution pension schemes.

ThereThere are no other benefits relating to key management personnel except for those disclosed above.

The highest paid Director in the current year received remuneration of £1,417,007 inclusive of employers’ National Insurance payments,

ofwof which £630,000 related to loss of office payments (2022: £745,005 inclusive of employers’ National Insurance payments).

The value of the Group’s contributions paid to a defined contribution pension scheme in respect of the highest-paid Director amounted

to£to £nil due to an election being made for payment in lieu of pension (2022: £nil).

10. Taxation

The applicable corporation tax rate for the period to 31 March 2023 was 19.0% (2022: 19.0%) and the effective tax rate is negative 0.3%

(2022: negative 1.0%).

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

Corporation tax

Current tax on (loss)/profit for the year 0.1 (0.3)

Adjustments in respect of previous periods — (1.4)

Total current tax charge/(credit) 0.1 (1.7)

Taxation charge/(credit) on (loss)/profit

0.1

(1.7)

A reconciliation of the actual tax charge/(credit), shown above, and the (loss)/profit before tax multiplied by the standard rate of tax,

isas fis as follows:

Year to Year to

31 Mar 2023 31 Mar 2022

£m £m

(Loss)/profit before tax (34.7) 167.9

(Loss)/profit before tax multiplied by the standard rate of corporation tax in the UK of 19% (2022: 19%) (6.6) 31.9

Effects of:

Expenses not deductible for tax purposes 0.8 0.7

Non-taxable income — (0.6)

Adjustments to tax charge in respect of prior periods — (1.4)

Other (0.1) —

Current-year (losses)/profits for which no deferred tax asset is recognised 6.0 (32.3)

Total tax charge/(credit) for the year 0.1 (1.7)

Effective tax rate (0.3)% (1.0)%

The Finance Act 2021 increased the UK corporation tax rate from 19% to 25% with effect from 1 April 2023. While this change does not affect

the current tax position for the year, it will affect future periods.

11. Deferred tax

A deferred tax asset is recognised to the extent that it is expected that it will be recovered in the form of economic benefits that will

flow to the Group in future periods. In recognising the asset, management judgement on the future profitability and any uncertainties

surrounding the profitability is required to determine that future economic benefits will flow to the Group in which to recover the deferred

tax asset that has been recognised. Further details of the assessment performed by management and the key factors included in this

assessment can be found under the going concern considerations in note 1.1.

A deferred tax asset of £41.8m at the substantively enacted rate of 25% (FY22: £35.3m at 25%) has not been recognised given that the

Group is now being wound down, and there is no expectation of suitable future taxable profits. This is comprised of £36.3m (FY22: £28.5m)

in relation to £145m (FY22: £114m) of unutilised tax losses and £5.6m (FY22: £6.8m) in relation to other timing differences of £22.3m

(FY22: £27m).

The UK statutory rate for FY23 is 19% (FY22: 19%). Finance Act 2021 increased the UK corporation tax rate from 19% to 25% with effect

from 1 April 2023, which impacts the deferred tax position in the current period.

105

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

12. (Loss)/earnings per share

Basic (loss)/earnings per share is calculated by dividing the (loss)/profit for the period attributable to equity shareholders by the weighted

average number of ordinary shares outstanding during the period.

Diluted (loss)/earnings per share calculates the effect on (loss)/earnings per share assuming conversion of all dilutive potential ordinary

shares. In the current year, following the closure of the performance-related share incentive plans and non-performance-related

schemes, there are no dilutive potential ordinary shares. Dilutive potential ordinary shares in the prior year were calculated as follows:

i) For share awards outstanding under performance-related share incentive plans, such as the Share Incentive Plan (“SIP)” and the

LongTerm InLong Term Incentive Plans (“LTIPs”), the number of dilutive potential ordinary shares is calculated based on the number of shares

which would be issuable if the end of the reporting period is assumed to be the end of each scheme’s performance period.

Anassessment overAn assessment over financial and non-financial performance targets as at the end of the reporting period has therefore been

performed to aid calculation of the number of dilutive potential ordinary shares.

ii) For share options outstanding under non-performance-related schemes such as the two Save As You Earn schemes (“SAYE”), a

calculation is performed to determine the number of shares that could have been acquired at fair value (determined as the average

annual market share price of the Company’s shares) based on the monetary value of the subscription rights attached to outstanding

share options. The number of shares calculated is compared with the number of share options outstanding, with the difference being

the dilutive potential ordinary shares.

Potential ordinary shares are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per

share or increase loss per share.

31 Mar 2023 31 Mar 2022

Pence Pence

Basic (loss)/earnings per share (7.3) 35.7

Diluted (loss)/earnings per share

(7.3) 35.7

Adjusted (loss)/earnings per share (basic and diluted)

(2.0) 2.8

1 The effects of anti-dilutive potential ordinary shares are ignored in calculating diluted loss per share.

2 Adjusted basic (loss)/earnings per share and earnings for adjusted basic earnings(loss) per share are non-GAAP measures.

The Directors are of the opinion that the publication of the adjusted (loss)/earnings per share is useful as it gives a better indication

ofof ongoing business performance. Reconciliations of the loss used in the calculations are set out below.

31 Mar 2023 31 Mar 2022

£m £m

(Loss)/profit for basic EPS (34.8) 169.6

Complaints provision expense/(release) 19.1 (156.6)

Restructuring expense 4.5 —

Onerous contract expense 1.9 —

Senior secured notes redemption — 0.7

Write-off of unamortised securitisation fees — 0.5

Tax provision release — (0.8)

Less tax impact — (0.1)

(Loss)/profit for adjusted basic EPS

(9.3) 13.3

Basic weighted average number of shares (m) 475.3 475.3

Dilutive potential ordinary shares (m)

— —

Diluted weighted average number of shares (m) 475.3 475.3

1 Adjusted basic (loss)/profit per share and earnings for adjusted basic (loss) per share are non-GAAP measures.

2 Although the Group issued further options’ under the employee share schemes in the prior year, upon assessment of the dilutive nature of the options,

some options are not considered dilutive as they would not meet the performance conditions. Those dilutive shares included are in relation to the

employee October 2020 SAYE scheme and time apportioned for the year. Please see note 22 for further details.

Financial statements

106

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

13. Customer loans and receivables

The table shows the gross loan book and deferred broker costs by stage, within the scope of the IFRS 9 ECL framework.

31 Mar 2023 31 Mar 2022

£m £m

Stage 1 42.2 128.8

Stage 2 11.0 32.4

Stage 3 10.2 24.2

Gross loan book 63.4 185.4

Deferred broker costs

– stage 1 0.2 1.5

Deferred broker costs

– stage 2 0.1 0.4

Deferred broker costs

– stage 3 — 0.3

Loan book inclusive of deferred broker costs 63.7 187.6

Provision (18.0) (47.4)

Customer loans and receivables 45.7 140.2

1 Deferred broker costs are recognised within customer loans and receivables and are amortised over the expected life of those assets using the

effective interest rate (“EIR”) method.

Ageing of gross loan book (excluding deferred brokers’ fees and provision) by days overdue:

31 Mar 2023 31 Mar 2022

£m £m

Current 43.7 132.1

1–30 days 6.7 21.1

31–60 days 2.7 8.0

>60 days 10.3 24.2

Gross loan book 63.4 185.4

The following table further explains changes in the gross carrying amount of loans receivable from customers to explain their significance

to the changes in the loss allowance for the same portfolios.

Year ended 31 March 2023

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Gross carrying amount at 1 April 2022 128.8 32.4 24.2 185.4

Deferred broker fees 1.5 0.4 0.3 2.2

Loan book inclusive of deferred broker costs at 1 April 2022 130.3 32.8 24.5 187.6

Changes in gross carrying amount attributable to:

Transfer of loans receivable to stage 1 3.1 (3.0) (0.1) —

Transfer of loans receivable to stage 2 (9.5) 10.1 (0.6) —

Transfer of loans receivable to stage 3 (6.9) (3.2) 10.1 —

Passage of time

(28.4) (7.8) (3.0) (39.2)

Customer settlements (37.6) (5.9) (1.3) (44.8)

Loans charged off (11.4) (11.9) (20.0) (43.3)

Modification loss relating to Covid-19 payment holidays (note 6) 4.1 0.3 0.9 5.3

Net movement in deferred broker fees (1.3) (0.3) (0.3) (1.9)

Loan book inclusive of deferred broker costs as at 31 March 2023 42.4 11.1 10.2 63.7

107

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

13. Customer loans and receivables continued

Year ended 31 March 2022

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Gross carrying amount at 1 April 2021 311.5 61.4 50.0 422.9

Deferred broker fees 7.2 1.4 1.1 9.7

Loan book inclusive of deferred broker costs at 1 April 2021 318.7 62.8 51.1 432.6

Changes in gross carrying amount attributable to:

Transfer of loans receivable to stage 1 16.3 (15.8) (0.5) —

Transfer of loans receivable to stage 2 (50.4) 51.4 (1.0) —

Transfer of loans receivable to stage 3 (15.6) (9.6) 25.2 —

Passage of time

(63.4) (13.1) (3.2) (79.7)

Customer settlements (60.3) (10.4) (1.9) (72.6)

Loans charged off (18.3) (31.4) (43.8) (93.5)

Modification loss relating to Covid-19 payment holidays (note 6) 9.0 (0.1) (0.6) 8.3

Net movement in deferred broker fees (5.7) (1.0) (0.8) (7.5)

Loan book inclusive of deferred broker costs as at 31 March 2022 130.3 32.8 24.5 187.6

1 Passage of time relates to amortisation of loan balances over the course of the financial year, due to cash payments partially offset by interest accruals.

As shown in the table above, the loan book inclusive of deferred broker cost decreased from £187.6m to £63.7m at 31 March 2023.

ThiswasThis was primarily driven by the effect of passage of time (loan balances amortising throughout the period), customer settlements

andnand nooro originations on these loans in the year. The originations in the year related to the RewardRate brand. These are shown as

heldforsd for salease assets (note 14).

The following tables explain the changes in the loan loss provision between the beginning and the end of the period:

Year ended 31 March 2023

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Loan loss provision as at 1 April 2022 18.1 8.9 20.4 47.4

Changes in loan loss provision attributable to:

Transfer of loans receivable to stage 1 0.5 (0.5) (0.1) (0.1)

Transfer of loans receivable to stage 2 (1.3) 2.9 (0.5) 1.1

Transfer of loans receivable to stage 3 (1.0) (0.9) 8.2 6.3

Passage of time

(4.0) (2.0) (2.4) (8.4)

Customer settlements (5.2) (1.4) (1.0) (7.6)

Loans charged off (1.6) (3.9) (16.6) (22.1)

Management overlay 0.1 0.1 0.6 0.8

Modification loss relating to Covid-19 payment holidays (note 6) 0.5 0.1 — 0.6

Loan loss provision as at 31 March 2023 6.1 3.3 8.6 18.0

Year ended 31 March 2022

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Loan loss provision as at 1 April 2021 21.0 14.1 46.9 82.0

Changes in loan loss provision attributable to:

Transfer of loans receivable to stage 1 1.2 (1.4) (0.4) (0.6)

Transfer of loans receivable to stage 2 (3.5) 8.4 (0.8) 4.1

Transfer of loans receivable to stage 3 (1.1) (1.5) 20.9 18.3

Passage of time

(4.4) (2.1) (2.6) (9.1)

Customer settlements (4.2) (1.2) (1.6) (7.0)

Loans charged off (1.2) (8.5) (36.3) (46.0)

Management overlay 0.1 0.1 0.5 0.7

Modification loss relating to Covid-19 payment holidays (note 6) 0.6 — (0.1) 0.5

Remeasurement of ECLs 9.6 1.0 (6.1) 4.5

Loan loss provision as at 31 March 2022 18.1 8.9 20.4 47.4

1 Passage of time relates to amortisation of loan balances over the course of the financial year, due to cash payments partially offset by interest accruals.

As shown in the above tables, the allowance for ECL decreased from £47.4m at 31 March 2022 to £18.0m at 31 March 2023. The overall

provision has reduced as the book amortises and ages in the absence of new originations on these loans.

Financial statements

108

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

13. Customer loans and receivables continued

The following table splits the gross loan book by arrears status, and then by stage respectively for the year ended 31 March 2023.

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Up to date 39.7 4.0 — 43.7

1–30 days 2.5 4.2 — 6.7

31–60 days — 2.8 — 2.8

>60 days — — 10.2 10.2

42.2 11.0 10.2 63.4

The following table splits the gross loan book by arrears status, and then by stage respectively for the year ended 31 March 2022.

Stage 1 Stage 2 Stage 3 Total

£m £m £m £m

Up to date 120.5 11.6 — 132.1

1–30 days 8.3 12.8 — 21.1

31–60 days — 8.0 — 8.0

>60 days — — 24.2 24.2

128.8 32.4 24.2 185.4

The following table further explains changes in the net carrying amount of loans receivable from customers to explain their significance

toto the changes in the loss allowance for the same portfolios.

31 Mar 2023 31 Mar 2022

Customer loans and receivables £m £m

Due within one year 45.4 113.0

Due in more than one year — 25.0

Net loan book 45.4 138.0

Deferred broker costs

Due within one year 0.3 1.8

Due in more than one year — 0.4

Customer loans and receivables 45.7 140.2

1 Deferred broker costs are recognised within customer loans and receivables and are amortised over the expected life of those assets using the

effective interest rate (“EIR”) method.

14. Held for sale assets

Following FCA approval to return to lending, in October 2022, Amigo launched, on a pilot basis, a new guarantor loan as well as an

unsecured loan product which feature dynamic pricing to reward on-time payment with lower rates and penalty-free annual payment

holidays. The new products were released under the RewardRate brand. Following the implementation of the wind down plan on

23Ma23 March 2023, new lending immediately ceased. It is considered that, under IFRS 5, the RewardRate loan book meets the criteria

asaheas a held for sale asset. This conclusion has been reached in the assessment of the following criteria outlined in IFRS 5:

•

Carrying amount to be recovered principally through the sale - given the loan book will run for approximately five years based

on loan term, this far exceeds the current wind down plan timeline and any period that would be economical to collect. The only

reasonable solution to maximise creditor returns is to sell the RewardRate loan book rather than collect it to term.

•

Asset is available for immediate sale – The loan book is considered to be available for sale reasonably imminently.

•

Sale is highly probable It is considered given the nascency of the book and the robustness of creditworthiness, alongside initial

indications of interest, a sale is more likely than not.

Given the Group expects to sell the loan book at a discount (i.e. below carrying value) it will be measured at the fair value less

costs to sell.

It is not expected to incur costs to sell the asset and therefore can recognise the asset at fair value – i.e. the price it expects to receive

from a third party purchasing the asset.

109

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

15. Financial instruments

The below tables show the carrying amounts and fair values of financial assets and financial liabilities, including the levels in the fair

value hierarchy. The tables analyse financial instruments into a fair value hierarchy based on the valuation technique used to determine

fair value:

a) Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices)

or indirectly (i.e. derived from prices).

c) Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

31 Mar 2023 31 Mar 2022

Carrying Fair Carrying Fair

Fair value amount value amount value

hierarchy £m £m £m £m

Financial assets not measured at fair value

Amounts receivable from customers

Level 3 45.7 17.2 140.2 125.0

Held for sale assets Level 3 1.1 1.1 — —

Other receivables Level 3 1.5 1.5 1.6 1.6

Cash and cash equivalents (restricted) Level 1 107.2 107.2 7.6 7.6

Cash and cash equivalents Level 1 62.4 62.4 133.6 133.6

217.9 189.4 283.0 267.8

Financial liabilities not measured at fair value

Other liabilities Level 3 (6.0) (6.0) (6.7) (6.7)

Senior secured notes

Level 1 — — (49.7) (48.7)

(6.0) (6.0) (56.4) (55.4)

1 The Group has disclosed the fair values of financial instruments such as short-term trade receivables and payables at their carrying value because

itcit considers this as a reasonable approximation of fair value.

2 The unobservable inputs in the fair value calculation of amounts receivable from customers are balance adjustments arising from upheld Scheme

claims, expected credit losses, forecast cash flows and discount rate. As both balance adjustments and lifetime expected credit losses are embedded

intin the calculation, this results in a fair value lower than the carrying amount.

3 Senior secured notes are presented in the financial statements net of unamortised fees. As at 31 March 2023, the gross principal amount outstanding

was £0m (2022: £50.0m). The fair value reflects the market price of the notes at the financial year end.

Financial instruments not measured at fair value

The fair value of amounts receivable from customers has been estimated using a net present value calculation using discount rates

derived from the blended effective interest rate of the instruments. As these loans are not traded on an active market and the fair value

istis therefore determined through future cash flows, they are classed as Level 3 under IFRS 13: Fair Value Measurement.

The fair value of senior secured notes has been taken at the Bloomberg Valuation Service (“BVAL”) market price.

All financial instruments are held at amortised cost. There are no derivative assets in the current or prior period.

The Group’s activities expose it to a variety of financial risks, which are categorised under credit risk and treasury risk. The objective

of the Group’s risk management framework is to identify and assess the risks facing the Group and to minimise the potential adverse

effects of these risks on the Group’s performance. Financial risk management is overseen by the Group Risk Committee alongside other

principal risks: operational, regulatory, strategic and conduct risks.

Credit risk

Credit risk is the risk that the Group will suffer loss in the event of a default by a customer or a bank counterparty. A default occurs when

the customer or bank fails to honour repayments as they fall due. Amigo defines both borrowers and, where applicable, guarantors as customers.

a) Amounts receivable from customers

Whilst Amigo currently has only a single product in a single market for the legacy lending, and two products for the pilot lending (solo and

guarantor), there is a limited concentration of risk to individual customers with an average customer balance outstanding on the legacy

lending of £2,181 (2022: £2,540), and for the pilot lending £5,238 (2022:£nil). The carrying amount of the loans represents the Group’s

maximum exposure to credit risk.

The Group carried out an affordability assessment on the customer before a loan could be paid out. As a separate exercise, each

potential loan undergoes a creditworthiness assessment based on the customer’s credit history.

The Group managed credit risk at origination by actively managing the blend of risk in its portfolio to achieve the desired impairment

rates in the long term. This objective was achieved by managing application scorecards and the maximum exposure to individual

customers depending on their circumstance and credit history. Credit risk exposure at origination has been minimal inthe y in the year due

tothto theloe low value of lending during the pilot RewardRate product.

Financial statements

110

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

15. Financial instruments continued

Credit risk continued

a) Amounts receivable from customers continued

Credit risk continues to be managed post-origination via ongoing monitoring and collection activities. When payments are missed,

regular communication with customers commences. We will contact the borrower and, where applicable, the guarantor from day one

to advise them of the missed payment and seek to agree a resolution with the borrower. For loans supported by a guarantor, if we are

unable to resolve with the borrower, then we will turn to the guarantor for payment after fourteen days. Throughout this whole process,

operational flags will be added to the account to allow monitoring of the status of the account. Operational flags are used within the

Group’s impairment model in the assessment of whether there has been a significant increase in credit risk on an account (see note 2.1.2

for further details).

Risk segmentation – Previously the IFRS 9 provision was segmented into Amigo’s risk segments. It is apparent that due to the impact of

Covid-19 these segments no longer have discernible credit risk profiles. Instead, and with a view for simplicity, the book is bifurcated into

customers who have had a Covid-19 forbearance plan and those that have not, along with the lending pilot.

b) Bank counterparties

This credit risk is managed by the Group’s key management personnel. This risk is deemed to be low; derivative financial instruments

held are immaterial to the Group, and cash deposits are only placed with high quality counterparties such as tier 1 bank institutions.

Treasury risk

Interest rate risk

Interest rate risk is the risk of a change in external interest rates which leads to an increase in the Group’s cost of borrowing. The Group

seeks to limit the net exposure to changes in interest rates. Interest rate risk has diminished in the period as debt with a variable interest

rate has been paid off.

Foreign exchange risk

Foreign exchange rate risk is the risk of a change in foreign currency exchange rates leading to a reduction in profits or equity.

Thereisnre is no significant foreign exchange risk to the Group. The Group does incur some operating costs in US Dollar and Euro, which it

does not hedge as there would be minimal impact on reported profits and equity. Amigo Luxembourg S.A. is a GBP functional currency

entity and gives no foreign exchange exposure upon consolidation. During the year the Group was exposed to foreign exchange

risktsk through its Amigo Ireland operation, but this was considered immaterial; as at 31 March 2022 the Irish net loan book represented

0.7% of the Group’s consolidated net loan book. During the year the Group disposed of its Irish operation. Hence, foreign exchange

riskis dsk is deemedimmd immaterial.

Liquidity risk

Liquidity risk is the risk that the Group will have insufficient liquid resources to fulfil its operational plans and/or meet its financial

obligations as they fall due. Liquidity risk is managed by the Group’s central finance department through daily monitoring of expected

cash flows and ensuring sufficient funds are available to meet obligations as they fall due. The unrestricted cash and cash equivalents

balance at 31 March 2023 was £62.4m.

Since entering the Fallback solution the management of cash balances has changed substantially in line with obligations under the

Court approved Scheme of Arrangement. The Scheme was designed to ensure the Group could carry out an orderly wind down, which

includes having access to sufficient liquidity from previously restricted balances. This sufficiently mitigates the risk that would otherwise

arise due to the Group having no immediately accessible debt facilities.

Capital management

Since entering into the Fallback Solution the Board is no longer actively seeking new capital to sustain the business.

31 Mar 2023 31 Mar 2022

Maturity analysis of financial liabilities £m £m

Analysed as:

Due within one year

Other liabilities (6.0) (6.7)

Due in one to two years

Senior secured notes — (49.7)

(6.0) (56.4)

111

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

15. Financial instruments continued

Liquidity risk continued

Capital management continued

Maturity analysis of contractual cash flows of financial liabilities

Carrying

0-1 year 1-2 years Total amount

As at 31 March 2023 £m £m £m £m

Other liabilities 6.0 — 6.0 6.0

Carrying

0-1 year 2-5 years Total amount

As at 31 March 2022 £m £m £m £m

Other liabilities 6.7 — 6.7 6.7

Senior secured notes 3.8 53.8 57.6 49.7

10.5 53.8 64.3 56.4

16. Other receivables

31 Mar 2023 31 Mar 2022

£m £m

Current

Other receivables 0.2 0.6

Prepayments and accrued income 1.3 1.0

1.5 1.6

17. Trade and other payables

31 Mar 2023 31 Mar 2022

£m £m

Current

Accrued senior secured note interest — 0.8

Trade payables 0.9 0.4

Taxation and social security 0.3 0.4

Other creditors

1.9 1.1

Accruals 2.9 4.0

6.0 6.7

1 Other creditors include an onerous contract provision of £1.3m in relation to the Reward Rate (RR) product. The product has a number of associated

supplier contracts that cannot either be terminated, or a termination fee has been negotiated to end the contract early. These unavoidable costs are

expected to be £1.8m which is greater than the economic benefits (actual achieved and forecast) of the potential RR loan book sale (expected to be

£1.5m). At 31 March 2023 £0.5m has already been paid and £1.3m remains payable. Revenue generated from RR is separately distinguishable. Contracts

associated with the pay-out process for the RR product are considered as onerous from March 2023 following the announcement that the business

would stop new lending. Contracts associated with the independent RR loan book platform are considered onerous from the expected date of the

debtsbt sale.

Financial statements

112

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

18. Bank and other borrowings

31 Mar 2023 31 Mar 2022

£m £m

Current and non-current liabilities

Amounts falling due in one to two years

Senior secured notes — 49.7

— 49.7

Below is a reconciliation of the Group’s borrowing liabilities:

31 Mar 2023 31 Mar 2022

£m £m

Opening Group borrowings 49.7 296.5

Repayment of external funding (50.0) (248.5)

Interest expense relating to Group borrowings 4.8 19.6

Interest paid relating to Group borrowings (4.5) (17.9)

Closing Group borrowings — 49.7

The Group’s Senior secured notes in the form of £49.7m high yield bonds with a coupon rate of 7.625% which were due to expire in

January 2024, were redeemed early in March 2023.

19. Provisions

Provisions are recognised for present obligations arising as the consequence of past events where it is more likely than not that a transfer

of economic benefit will be necessary to settle the obligation, which can be reliably estimated.

2023 2022

Complaints Restructuring Total Complaints Restructuring Total

£m £m £m £m £m £m

Opening provision 179.8 — 179.8 344.6 1.0 345.6

Provisions (released)/made during year 19.1 4.5 23.6 (156.6) — (156.6)

Net utilisation of the provision (3.0) — (3.0) (8.2) (1.0) (9.2)

Closing provision 195.9 4.5 200.4 179.8 — 179.8

Non-current — — — 97.0 — 97.0

Current 195.9 4.5 200.4 82.8 — 82.8

195.9 4.5 200.4 179.8 — 179.8

Customer complaints redress

As at 31 March 2023, the Group has recognised a complaints provision totalling £195.9m in respect of customer complaints redress

and associated costs. Utilisation in the period totalled £3.0m. The liability has increased by £16.1m compared to prior year. The closing

provision is comprised of an estimate of cash liability, balance adjustments which have decreased with the passage of time, due to the

collection of customer balances, and an estimate of refunds to upheld Scheme claimants for collections made since Scheme effective

date, which will be redressed in fullanl and attract compensatory interest.

On an underlying basis the liability for customer redress has increased approximately £27m, which is reflective of both increased volume

of claims, now known, and the estimated rate of the claims that are upheld. The uphold rate in prior year was estimated at 65% based

primarily on empirical evidence from comparable schemes, this has been revised to 81% as at 31 March 2023 based on actual decisioning

data from material portion of the claimant population.

The Group continues to monitor its policies and processes to ensure that it responds appropriately to customer complaints.

The Group will continue to assess both the underlying assumptions in the calculation and the adequacy of this provision periodically

using actual experience and other relevant evidence to adjust the provisions where appropriate.

The Group anticipates the redress programme will be complete, or substantially complete, within twelve months of the year end.

Uncertainties exist around the timing of completion of the redress programme due to operational complexity and the potential for

customer appeals.

Restructuring provision

As at 31 March 2023, the Group recognised a restructuring provision totalling £4.5m in respect of the expected cost of staff redundancies

and liquidator costs due to the wind down of the business.

113

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

20. Leases

All right-of-use assets relate to property leases. For short-term and low-value leases, lease payments are recognised in the consolidated

statement of comprehensive income on a straight-line basis over the lease term. Short-term and low-value leases are immaterial to

the Group.

2023 2022

Right-of-use assets £m £m

Cost

At 1 April 2022/1 April 2021 1.4 1.4

Restatement of lease term (0.5) —

At 31 March 2023/31 March 2022 0.9 1.4

Accumulated depreciation and impairment

As at 1 April 2022/1 April 2021 (0.6) (0.4)

Charged to consolidated statement of other comprehensive income (0.2) (0.2)

At 31 March 2023/31 March 2022 (0.8) (0.6)

Net book value at 31 March 2023/31 March 2022 0.1 0.8

Lease liabilities

2023 2022

£m £m

Current 0.1 0.3

Non-current — 0.6

Total 0.1 0.9

A maturity analysis of the lease liabilities is shown below:

2023 2022

£m £m

Due within one year 0.1 0.3

Due between one and five years — 0.5

Due in more than five years — 0.2

Total 0.1 1.0

Unearned finance cost — (0.1)

Total lease liabilities 0.1 0.9

In the year £0.3m (£0.2m in relation to depreciation and impairment and £0.1m in relation to interest expense) was charged to the consolidated

statement of comprehensive income in relation to leases (2022: £0.3m). Lease liabilities relate to Amigo’s offices in Bournemouth.

Following the decision to revert to the Fallback Scheme on 23 March 2023, the right of use assets and lease liabilities have been

remeasured to reflect a reduction in useful life in accordance with IFRS 16.

Financial statements

114

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

21. Share capital

On 4 July 2018 the Company’s shares were admitted to trading on the London Stock Exchange. Immediately prior to admission the

shareholder loan notes were converted to equity, increasing the share capital of the business to 475m ordinary shares and increasing

netanet assets by £207.2m. No additional shares were issued subsequent to conversion of the shareholder loan notes.

Allotted and called up shares at par value

31 Mar 2023

£’000

Total

41,000 deferred ordinary shares of £0.24 each 10

475,333,760 ordinary shares of 0.25p each 1,188

1,198

31 Mar 2022

£’000

Total

41,000 deferred ordinary shares of £0.24 each 10

475,333,760 ordinary shares of 0.25p each 1,188

1,198

Ordinary A Ordinary B Ordinary C Ordinary D Ordinary Total

Number Number Number Number Number Number

At 31 March 2018 803,574 41,000 97,500 57,926 — 1,000,000

Subdivision (803,574) (41,000) (97,500) (57,926) 400,000,000 399,000,000

Shareholder loan note conversion — — — — 75,333,760 75,333,760

At 31 March 2019 — — — — 475,333,760 475,333,760

At 31 March 2020 — — — — 475,333,760 475,333,760

At 31 March 2021 — — — — 475,333,760 475,333,760

At 31 March 2022 — — — — 475,333,760 475,333,760

At 31 March 2023 — — — — 475,333,760 475,333,760

Ordinary shares

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at

general meetings of the Company. Each ordinary share in the capital of the Company ranks equally in all respects and no shareholder

holds shares carrying special rights relating to the control of the Company. The nominal value of shares in issue is shown in share capital,

with any additional consideration for those shares shown in share premium.

Deferred shares

At the time of the IPO and subdivision the 41,000 ordinary B shares were split into 16,400,000 ordinary shares of 0.25p and 41,000

deferred shares of £0.24. The deferred shares do not carry any rights to receive any profits of the Company or any rights to vote at

agena general meeting. Prior to the subdivision the ordinary B shares had 1.24 votes per share; all other shares had one vote per share.

TheGroupThe Group plans to cancel these deferred shares in due course.

Dividends

Dividends are recognised through equity, on the earlier of their approval by the Company’s shareholders or their payment.

The Board has decided that it will not propose a final dividend payment for the year ended 31 March 2023 (2022: £nil).

115

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

22. Share-based payment

The Group issues share options and awards to employees as part of its employee remuneration packages. The Group operated three

types of equity settled share scheme: Long Term Incentive Plan (“LTIP”), employee savings-related share option schemes referred to

asSas Save As You Earn (“SAYE”) and the Share Incentive Plan (“SIP”).

Share-based payment transactions in which the Group receives goods or services as consideration for its own equity instruments are

accounted for as equity settled share-based payments. At the grant date, the fair value of the share-based payment is recognised by the

Group as an expense, with a corresponding increase in equity, over the period in which the employee becomes unconditionally entitled

to the awards. The fair value of the awards granted is measured based on Company-specific observable market data, taking into account

the terms and conditions upon which the awards were granted.

When an equity settled share option or award is granted, a fair value is calculated based on: the share price at grant date, the probability

of the option/award vesting, the Group’s recent share price volatility, and the risk associated with the option/award. A fair value is

calculated based on the value of awards granted and adjusted at each balance sheet date for the probability of vesting against

performance conditions. The fair value of all options/awards is charged to the consolidated statement of comprehensive income

onason a straight-line basis over the vesting period of the underlying option/award.

The credit to the consolidated statement of comprehensive income for the year to 31 March 2023 was £0.4m (2022: credit of £0.4m)

fortfor the Group and Company.

A summary of the awards under each scheme is set out below:

31 March 2023 31 March 2022

August

2021

February/

March 2021

December

2020

September

2019 August 2021

February/

March 2021

December

2020

September

2019

LTIPs LTIPs LTIP LTIP LTIPs LTIPs LTIP LTIP

Performance condition

Ye s Ye s

Ye s

Ye s Ye s

Ye s

Method of settlement accounting Equity Equity Equity Equity Equity Equity Equity Equity

Number of instruments — — — — 3,700,000 2,500,000 4,750,000 688,347

Vesting period N/A N/A N/A N/A 3 years 3 years 3 years 3 years

Exercise price

— —

31 March 2023 31 March 2022

October 2020 September 2019 October 2020 September 2019

SAYE SAYE SAYE SAYE

Performance condition No No No No

Method of settlement accounting Equity Equity Equity Equity

Number of instruments — — 2,747,494 37,781

Vesting period N/A N/A 3.3 years 3.3 years

Exercise price — — 0.097 0.6368

31 March 2023 31 March 2022

2019 SIP 2019 SIP

Performance condition No No

Method of settlement accounting Equity Equity

Number of instruments — 2,552,822

Vesting period N/A 3 years rolling

Exercise price — —

1 This figure includes both matching and partnership shares.

Long Term Incentive Plans (“LTIPs”)

With effect from 31 March 2023, all outstanding awards in favour of Directors, Persons Discharging Management Responsibilities (“PDMR”)

and employees made under the Amigo Holdings PLC Long Term Incentive Plan were cancelled for nil consideration.

At the time of the cancellation, there were outstanding LTIP awards over 8,047,349 ordinary shares of 0.25 pence each in the Company

(“Ordinary Shares”). Over the course of the period since the introduction of the LTIP, no LTIP awards over Ordinary Shares have vested.

Details of the cancelled LTIP held by PDMR, totalling awards over 3,500,000 Ordinary Shares are set out in the table below.

PDMR shares cancelled:

Name Position No. of ordinary shares

Nicholas Beal Chief Restructuring Officer 1,000,000

Paul Dyer Chief Operating Officer 1,500,000

Jacob Ranson Chief Customer Officer 1,000,000

Financial statements

116

Amigo Holdings PLC

Annual report and accounts 2023

Notes to the consolidated financial statements continued

for the year ended 31 March 2023

22. Share-based payment continued

Share Incentive Plan (“SIP”)

The Company gives participating employees one matching share for each partnership share acquired on behalf of the employee

using deductions from participating employees’ gross salaries. The shares vest at the end of three years on a rolling basis as they are

purchased, with employees required to stay in employment for the vesting period to receive the matching shares. Following the move

into wind down all remaining matching shares held in the SIP were released from the vesting period requirement.

Save As You Earn option plan (“SAYE”)

Options under the 2020 scheme were granted on 9 October 2020 (2019 scheme: 23 September 2019).

The Company offers a savings contract that gives participating employees an opportunity to save a set amount using the participating

employees’ net salaries. The shares vest at the end of three years where the employee has the opportunity to purchase the shares at the

fixed option price, take the funds saved or buy a portion of shares and take the remaining funds, with the employees required to stay in

employment for the vesting period to receive the shares; however, the funds can be withdrawn at any point.

The SAYE awards are treated as vesting after three and a quarter years; the participants will have a window of six months in which

to exercise their options. Due to the short nature of the exercise window it is reasonable to assume the participants will exercise, on

average, at the mid-point of the exercise window. The SAYE awards are not subject to the achievement of any performance conditions.

Following the announcement on 23 March 2023 that the Fallback Solution under the Scheme of Arrangement was being implemented

and the business was entering an orderly wind down all SAYE plans have been cancelled, no SAYE options were ever exercised.

23. Pension commitments

The Group operates defined contribution pension schemes for the benefit of its employees. The assets of the schemes are administered

by trustees in funds independent from those of the Group.

The total contributions charged during the year amounted to £0.4m (2022: £0.4m).

24. Related party transactions

The Group had no related party transactions during the twelve month period to 31 March 2023 that would materially affect the

performance of the Group.

Intra-group transactions between the Company and the fully consolidated subsidiaries or between fully consolidated subsidiaries are

eliminated on consolidation.

Key management of the Group, being the Executive and Non-Executive Directors of the Board, and the Executive Committee controlled

0.30% of the voting shares of the Company as at 31 March 2023 (2022: 0.58%). The remuneration of key management is disclosed

in note 9.

25. Structured entities

AMGO Funding (No. 1) Ltd is a special purpose vehicle (“SPV”) formed as part of a securitisation facility to fund the Group. The consolidated

subsidiary and structured entities table in note 28 has further details of the structured entities consolidated into the Group’s financial

statements for the year ended 31 March 2023. This is determined on the basis that the Group has the power to direct relevant activities,

is exposed to variable returns of the entities and is able to use its power to affect those returns. The results of the securitisation vehicle

are consolidated by the Group at year end per the Group accounting policy (see note 1.1). The securitisation structure was closed in

November 2022.

26. New standards and interpretations

The following standards, amendments to standards and interpretations are newly effective in the year in addition to the ones covered

innoin note 1.1. There has been no significant impact to the Group as a result of their issue.

•

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)

•

Annual Improvements to IFRS Standards 2018-2020

•

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)

•

Reference to the Conceptual Framework (Amendments to IFRS 3)

Other standards

The IASB has also issued the following standards, amendments to standards and interpretations that will be effective from 1 January 2023,

however these have not been early adopted by the Group. The Group does not expect any significant impact on its consolidated

financial statements from these amendments.

IFRS 17: Insurance Contracts amendments

•

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

•

Definition of Accounting Estimate (Amendments to IAS 8)

•

Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction – Amendments to IAS 12 Income Taxes

•

Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendments to IFRS 17)

117

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

27. Immediate and ultimate parent undertaking

The immediate and ultimate parent undertaking as at 31 March 2023 is Amigo Holdings PLC, a company incorporated in England

and Wales.

28. Investment in subsidiaries and structured entities

Amigo Loans Group Ltd (“ALGL”) is a wholly owned subsidiary of the Company and a reconciliation to its consolidated results was

included in the presentation pack on the Company’s website as part of ALGL’s senior secured note reporting requirements. Following

repayment of the senior secured notes in March 2023 this is no longer necessary.

The following are subsidiary undertakings of the Company at 31 March 2023 and include undertakings registered or incorporated

up to the date of the Directors’ Report as indicated. Unless otherwise indicated all Group owned shares are ordinary. All entities are

subsidiaries on the basis of 100% ownership and shareholding.

The Irish entity, Amigo Loans International Limited, together with its subsidiary, Amigo Loans Ireland Limited, was sold by the Group to

the CEO of the business in a management buy-out on 28 February 2023. Following write off of the intercompany balances there were

net liabilities in the Irish entities of less than £0.1m. Consideration for the disposal was £1. Prior to disposal, Amigo Loans Ireland Limited

contributed revenue of £0.1m and a loss of £0.6m to the Group’s results in the year ending 31 March 2023.

Class of Ownership Ownership

Name Country of incorporation shares held 2023 2022 Principal activity

Direct holding

Amigo Loans Group Ltd

United Kingdom Ordinary 100% 100% Holding company

ALL Scheme Ltd

United Kingdom Ordinary 100% 100% Special purpose vehicle

Indirect holdings

Amigo Loans Holdings Ltd

United Kingdom Ordinary 100% 100% Holding company

Amigo Loans Ltd

United Kingdom Ordinary 100% 100% Trading company

Amigo Management Services Ltd

United Kingdom Ordinary 100% 100% Trading company

Amigo Luxembourg S.A.

Luxembourg Ordinary 100% 100% Financing company

AMGO Funding (No.1) Ltd

United Kingdom n/a — SE Special purpose vehicle

Amigo Car Loans Limited

United Kingdom Ordinary 100% 100% Dormant company

Vanir Financial Limited

United Kingdom Ordinary 100% 100% Dormant company

Vanir Business Financial Limited

United Kingdom Ordinary 100% 100% Dormant company

Amigo Store Limited

United Kingdom Ordinary 100% 100% Dormant company

Amigo Group Limited

United Kingdom Ordinary 100% 100% Dormant company

Amigo Finance Limited

United Kingdom Ordinary 100% 100% Dormant company

Amigo Loans International Limited Ireland Ordinary — 100% Holding company

Amigo Loans Ireland Limited Ireland Ordinary — 100% Trading company

1 Registered at Unit 11a, The Avenue Centre, Bournemouth, Dorset, BH2 5LT, England.

2 Registered at 9, Rue de Bitbourg, L-1273 Luxembourg.

3 Registered at Level 37, 25 Canada Square, London E14 5LQ.

* Currently under liquidation .

29. Post balance sheet events

In April 2023 £50.7m of Scheme restricted cash was transferred to unrestricted cash as permitted under the Fallback Solution to support

the orderly wind down of the business.

On 15 May 2023 Danny Malone resigned from his role as CEO and Director, subject to serving out his six month notice period to ensure

the continuation of the solvent and orderly wind down of the business.

On 9 June 2023 the Board announced that the Company had been approached by Michael Fleming, a financier and shareholder, to

request an exclusivity arrangement in relation to the business, which Amigo agreed to. This is to allow Mr Fleming to explore finding and

completing an investment in the Company or its subsidiaries. The period of exclusivity expires on 6 September 2023. The Agreement will

not stop the Company or its subsidiaries progressing with the disposal of assets under its wind down plan or acting on any transaction

governed by the Takeover Code. There remain significant impediments to any new capital being made available to the business.

Inaddition, establishing a new businessIn addition, establishing a new business and potentially creating value for shareholders in the longer term, has significant execution

risksand ws and will require regulatory approval.

Financial statements

118

Amigo Holdings PLC

Annual report and accounts 2023

31 Mar 2023 31 Mar 2022

Notes £m £m

Non-current assets

Investments 2a — 26.1

Current assets

Investments 2a 0.9 —

Total assets 0.9 26.1

Current liabilities

Other payables 3a (70.6) (69.8)

Total liabilities (70.6) (69.8)

Net assets/(liabilities) (69.7) (43.7)

Equity

Share capital 4a 1.2 1.2

Share premium 207.9 207.9

Merger reserve 4.7 4.7

Retained earnings (including loss for the year of £25.6m (2022: loss of £47.4m) (283.5) (257.5)

Shareholder equity (69.7) (43.7)

The parent company financial statements were approved and authorised for issue by the Board and were signed on its behalf by:

Kerry Penfold

Director

27 July 2023

Company no. 10024479

The accompanying notes form part of these financial statements.

Company statement of financial position

as at 31 March 2023

119

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Share Share Merger Retained Total

capital premium reserve

earnings equity

£m £m £m £m £m

At 31 March 2021 1.2 207.9 4.7 (209.7) 4.1

Total comprehensive (loss) — — — (47.4) (47.4)

Share-based payments — — — (0.4) (0.4)

At 31 March 2022 1.2 207.9 4.7 (257.5) (43.7)

Total comprehensive income — — — (25.6) (25.6)

Share-based payments — — — (0.4) (0.4)

At 31 March 2023 1.2 207.9 4.7 (283.5) (69.7)

1 The merger reserve was created as a result of a Group reorganisation to create an appropriate holding company structure. The restructure was within a

wholly owned group and so merger accounting applied under Group reconstruction relief.

The accompanying notes form part of these financial statements.

Company statement of changes in equity

for the year ended 31 March 2023

Financial statements

120

Amigo Holdings PLC

Annual report and accounts 2023

Year to Year to

31 Mar 23 31 Mar 22

£m £m

Loss for the period (25.6) (47.4)

Adjustments for:

Impairment of investment in subsidiaries 25.2 48.0

Income tax credit (0.2) (1.1)

Share-based payment (0.4) (0.4)

Operating cash flows before movements in working capital (1.0) (0.9)

(Decrease)/increase in payables (0.1) 0.2

Net cash (used in) operating activities (1.1) (0.7)

Financing activities

Proceeds from intercompany funding 1.1 0.7

Net cash from financing activities 1.1 0.7

Net movement in cash and cash equivalents — —

Cash and cash equivalents at beginning of period — —

Cash and cash equivalents at end of period — —

The accompanying notes form part of these financial statements.

Company statement of cash flows

for the year ended 31 March 2023

121

Amigo Holdings PLC

Annual report and accounts 2023

Financial statements

Notes to the financial statements – Company

for the year ended 31 March 2023

1a. Accounting policies

i) Basis of preparation of financial statements

Amigo Holdings PLC (the “Company”) is a company limited by shares and incorporated and domiciled in England and Wales.

The principal activity of the Company is to act as a holding company for the Amigo Loans Group of companies.

The principal activity of the Amigo Loans Group is to provide loans to individuals. Previously, its principal activity was to provide

individuals with guarantor loans from £2,000 to £10,000 over one to five years. No new advances on this lending have been made since

November 2020. Following FCA approval to return to lending, in October 2022, Amigo launched, on a pilot basis, a new guarantor loan

as well as an unsecured loan product which featured dynamic pricing to reward on-time payment with lower rates and penalty-free

annual payment holidays. The new products were released under the RewardRate brand. With the Fallback Solution being implemented,

leading to a cessation of trade and implementation of a wind down plan, new lending has been stopped in the current year.

The financial statements have been prepared under the historical cost convention, in accordance with International Financial Reporting

Standards as adopted by the UK, and in conformity with the requirements of the Companies Act 2006.

In accordance with the exemption allowed by section 408 of the Companies Act 2006, the Company has not presented its own income

statement or statement of other comprehensive income.

The functional currency of the Company is GBP. These financial statements are presented in GBP.

The following principal accounting policies have been applied:

ii) Going concern

In determining the appropriate basis of preparation for these financial statements, the Board has undertaken an assessment of the

Group and Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the

financialstatements.