DLLR Dfc Global Corp (MM)

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 6, 2014

We cordially invite you to attend a special meeting of the stockholders of DFC Global Corp., a Delaware corporation (“DFC Global”), to be held at Two Logan Square, 100 N. 18 ^th Street, 30 ^th Floor, Philadelphia, Pennsylvania 19103-2799, on Friday, June 6, 2014, at 9:00 a.m., Eastern Time. The meeting is being held for the following purposes:

1. to approve the adoption of the Agreement and Plan of Merger, dated as of April 1, 2014, among LSF8 Sterling Parent, LLC, a Delaware limited liability company (“Parent”), LSF8 Sterling Merger Company, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Purchaser” and, together with Parent, the “Purchaser Parties”), and DFC Global (as the same may be amended from time to time, the “merger agreement”), pursuant to which Purchaser will be merged with and into DFC Global (the “merger”), with DFC Global surviving the merger as a wholly owned subsidiary of Parent;

2. to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, as disclosed under “ The Merger — Potential Change of Control Payments to Named Executive Officers ” in the accompanying proxy statement; and

3. to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

DFC Global’s board of directors (the “Board”) has fixed the close of business on April 29, 2014 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any adjournment or postponement of the meeting.

The Board formed a special committee consisting of three independent and disinterested directors (the “Special Committee”) to facilitate the Board’s evaluation of whether a sale of DFC Global would be in the best interests of DFC Global and its stockholders, to facilitate the Board’s evaluation of all proposals which may be made with respect to a possible sale of DFC Global and to control and direct the negotiation of the terms and conditions of any such proposals, subject to Board approval. The Board, unanimously and acting upon the unanimous recommendation of the Special Committee, (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, DFC Global and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated thereby and (iii) determined to recommend that the stockholders of DFC Global vote to adopt the merger agreement. Accordingly, the Board unanimously recommends that stockholders vote “FOR” the proposal to adopt the merger agreement. The Board also unanimously recommends that stockholders vote “FOR” the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, and “FOR” the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

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Your vote is very important. The merger cannot be completed unless holders of at least a majority of the issued and outstanding shares of DFC Global common stock vote in favor of the proposal to adopt the merger agreement. Even if you plan to attend the special meeting in person, please complete, date, sign and return the enclosed proxy card to ensure that your shares will be represented at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. You also may submit your proxy by using the toll-free telephone number or by accessing the Internet website specified on your proxy card. Please note, however, that, if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder prior to the special meeting. A broker, bank or other nominee cannot vote your shares on the merger without your express instructions.

Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement. Even if you have voted by proxy, you may still vote in person if you attend the special meeting and withdraw your proxy.

The merger is described in the accompanying proxy statement, which we urge you to read carefully. A copy of the merger agreement is included as Appendix A to the accompanying proxy statement.

By order of the Board,

Mark Prior

Senior Vice President,

General Counsel and Secretary

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SUMMARY TERM SHEET

This summary term sheet summarizes selected information contained elsewhere in this proxy statement, but may not contain all of the information that is important to you. DFC Global urges you to read the entire proxy statement carefully, including the attached appendices. Each item in this summary term sheet includes a page reference directing you to a more complete description of that topic in this proxy statement.

The Parties to the Merger (page 18)

DFC Global Corp.

DFC Global Corp. (“DFC Global,” the “Company,” “we,” “us” or “our”) is a Delaware corporation formed in 1990. DFC Global is a leading international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, the Czech Republic and the Republic of Ireland. The Company’s networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries.

The Purchaser Parties

LSF8 Sterling Parent, LLC (“Parent”) is a newly formed Delaware limited liability company. LSF8 Sterling Merger Company, LLC (“Purchaser”) is a newly formed Delaware limited liability company and wholly owned subsidiary of Parent. Both Purchaser and Parent (collectively, the “Purchaser Parties”) were created solely for the purpose of engaging in the transactions contemplated by the merger agreement. Neither Parent nor Purchaser has carried on any activities other than in connection with the merger agreement. The Purchaser Parties are entities currently owned, directly or indirectly, by Lone Star Fund VIII (U.S.), L.P. (“Lone Star”) and its affiliates. Lone Star is a private equity fund affiliated with Lone Star Funds.

The address of the Purchaser Parties and Lone Star is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204. The telephone number of the Purchaser Parties and Lone Star is (214) 754-8300.

Structure of the Merger (page 43)

The proposed acquisition of DFC Global is structured as a merger of Purchaser with and into DFC Global, with DFC Global surviving the merger as a wholly owned subsidiary of Parent.

Payment of the Merger Consideration (page 43)

Each outstanding share of DFC Global common stock (other than shares held by the Purchaser Parties or their affiliates, treasury shares and dissenting shares) will be converted into the right to receive $9.50 in cash, without interest and less any applicable withholding taxes (the “merger consideration”).

Treatment of Stock Options and Restricted Stock Units (page 61)

Each stock option (“option”) outstanding at the effective time of the merger to purchase DFC Global common stock granted under the Company’s 2005 Stock Incentive Plan and the 2007 Equity Incentive Plan (the “Company Stock Plans”), whether vested or unvested, will become fully vested and be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of (i) $9.50, minus the applicable exercise price per share of the option, and (ii) the number of shares of DFC Global common stock subject to such option. If the exercise price per share of any such option is equal to or greater than $9.50, such option will be cancelled at the effective time of the merger without any cash payment being made in respect thereof.

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At the effective time of the merger, each restricted stock unit (“restricted stock unit”) granted under the Company Stock Plans that is outstanding immediately prior to the effective time will become fully earned and vested with respect to 100% of the shares of DFC Global common stock subject to the restricted stock unit and will be converted into the right to receive cash, without interest and net of applicable withholding taxes, in an amount equal to the product of (i) $9.50 and (ii) the number of shares of DFC Global common stock subject to such restricted stock unit.

Conditions to the Merger (page 72)

The respective obligations of the Purchaser Parties and DFC Global to effect the merger are subject to the satisfaction or valid waiver of certain customary conditions, including the adoption of the merger agreement by stockholders holding a majority of the outstanding shares of DFC Global common stock, the absence of any legal restraint or prohibition on the consummation of the merger, the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”) (early termination of the HSR Act was granted on April 28, 2014 by the Federal Trade Commission), and under any non-U.S. antitrust or competition-related laws, the receipt of licensing related approvals from the regulatory authorities in certain U.S. states and foreign jurisdictions, the absence of specified actions by the U.K. Financial Conduct Authority (the “FCA”), the absence of the issuance of a report commissioned at the direction of the FCA finding a breach by DFC Global of certain regulatory requirements or of certain self-imposed limitations agreed in writing by DFC Global with the FCA (the absence of any such actions by the FCA and the absence of any such report are collectively referred to as the “FCA Conditions”), the accuracy of the representations and warranties contained in the merger agreement (subject to certain materiality qualifiers) and compliance by the parties with their respective undertakings and agreements under the merger agreement (subject to certain materiality qualifiers). In addition, the obligation of the Purchaser Parties to effect the merger is conditioned upon the absence of a material adverse change since the date of the merger agreement in the business, assets, condition (financial or otherwise) or results of operations of DFC Global and its subsidiaries, taken as a whole, or a material adverse change that materially impairs, or prevents or materially delays, DFC Global’s completion of the merger.

Restrictions on Solicitations of Other Offers (page 66)

Pursuant to the merger agreement, DFC Global has agreed not to (i) solicit or enter into discussions with any third party regarding a competing proposal while the merger is pending, and (ii) withdraw (or modify or qualify in any manner adverse to Parent or Purchaser) the approval or recommendation of the merger (a “change of Board recommendation”) by the Company’s board of directors (the “Board”). However, if a third party makes a bona fide unsolicited proposal for an alternative acquisition, which the Board determines to be, or to be reasonably expected to result in, a superior proposal, the Board may still approve or recommend such proposal if (i) the Board, after consultation with its outside legal adviser, determines in good faith that the failure to take such action would reasonably be expected to constitute a breach of its fiduciary duties to DFC Global’s stockholders under applicable law, (ii) DFC Global provides Parent with prior written notice of such proposal and, if requested by Parent, engages in good faith negotiations with Parent during a four business day period to amend the merger agreement in a manner that would cause the other proposal to no longer constitute a superior proposal, and (iii) if the merger agreement is terminated and DFC Global enters into an acquisition agreement with respect to the other proposal, DFC Global pays the Purchaser Parties a termination fee. The termination fee is $13,254,500, except that if the proposal had been received by DFC Global on or before April 21, 2014, and it was not otherwise withdrawn or terminated, the termination fee would have been $9,467,500. See “ The Merger Agreement — Termination Fee. ” The terms “acquisition proposal” and “superior proposal” have the meanings given to them in “ The Merger Agreement — Other Covenants Under the Merger Agreement .”

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Termination of the Merger Agreement (page 74)

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger, whether before or after DFC Global’s stockholders have adopted the merger agreement:

Termination Fee (page 75)

Payable by DFC Global

DFC Global must pay a termination fee to Parent:

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The termination fee will be $13,254,500; provided, however, that had both of the following events occurred, the termination fee instead would have been $9,467,500:

DFC Global has agreed to reimburse the Purchaser Parties’ out-of-pocket fees and expenses incurred in connection with the merger agreement, up to $3,787,000, if either DFC Global or Parent terminates the merger agreement because the merger agreement is not adopted by DFC Global’s stockholders at the special meeting or any adjournment or postponement thereof, under circumstances in which a termination fee is not payable by DFC Global to Parent as described above.

Payable by Parent

Parent must pay us a breakup fee of $22,722,000 if DFC Global terminates the merger agreement under circumstances where:

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Specific Performance (page 77)

Subject to certain limitations, the merger agreement provides that the parties will be entitled to specific performance and injunctive and other equitable relief to enforce the merger agreement against a non-performing party, in addition to any other rights the parties have against the non-performing party, although DFC Global will not be entitled to receive both a grant of specific performance and any money damages, including all or any portion of the termination fee. In addition, DFC Global will be entitled to specific performance of Parent’s obligation to cause the funding of the equity financing described below and to consummate the merger only if certain conditions are met, including the satisfaction of all of the conditions to the consummation of the debt financing provided by the Debt Commitment Letter received by Parent from certain lenders (other than those conditions that by their nature are to be satisfied at the consummation of the merger).

Opinion of the Financial Advisor to the Company (page 33)

On April 1, 2014, Houlihan Lokey Capital, Inc., which we refer to as Houlihan Lokey, verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board, dated April 1, 2014), as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement describes the material provisions of Houlihan Lokey’s opinion, and does not purport to be, and is not, a complete description of Houlihan Lokey’s opinion. The full text of Houlihan Lokey’s written opinion is attached as Appendix B to this proxy statement and has additional information relating to Houlihan Lokey’s opinion, including additional information relating to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder of DFC Global or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise. See “ The Merger — Opinion of the Financial Advisor to the Company .”

Recommendation of the Board of Directors (page 18)

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee (as defined in “ The Merger — Opinion of the Financial Advisor to the Company ”), the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board recommends that our stockholders vote “ FOR ” the proposal to adopt the merger agreement, “ FOR ” the proposal

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to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive officers of DFC Global in connection with the merger, as disclosed Under “The Merger — Potential Change of Control Payments to Named Executive Officers , ” and “ FOR ” the adjournment proposal. See “ The Merger — Background of the Merger ” and “ The Merger — Recommendation of the Board of Directors .”

DFC Global’s Directors’ and Executive Officers’ Voting Intentions (page 51)

To DFC Global’s knowledge, each of DFC Global’s directors and executive officers intends to vote all shares of DFC Global common stock beneficially owned by such director or executive officer in favor of the proposal to adopt the merger agreement and each of the other proposals described below. DFC Global’s directors and executive officers had the power to vote 538,843 shares of DFC Global common stock as of April 29, 2014, representing approximately 1.4% of DFC Global’s outstanding common stock as of such date.

Certain Effects of the Merger (page 39)

If the merger is completed, DFC Global will become a private company wholly owned by Parent, and DFC Global’s stockholders will no longer have an equity interest in DFC Global, and will not participate in any of the future earnings of DFC Global, and instead will have only the right to receive the merger consideration or, in the case of stockholders who do not vote in favor of the proposal to adopt the merger agreement and who properly demand and perfect appraisal rights, and do not withdraw or otherwise lose such rights, the right to receive the fair value of their shares as determined by the Delaware Court of Chancery. See “ The Merger — Payment of the Merger Consideration and Surrender of Stock Certificates ” and “ The Merger — Appraisal Rights .”

After the merger, DFC Global common stock will no longer be listed or traded on the Nasdaq Stock Market (the “Nasdaq”). In addition, DFC Global will deregister its common stock under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).

Merger Financing (page 44)

The Purchaser Parties estimate that approximately $1.3 billion in cash will be required to pay the aggregate merger consideration, to pay the cash amounts payable to holders of outstanding DFC Global stock options and restricted stock units, to refinance DFC Global’s indebtedness and to pay related fees and expenses. The Purchaser Parties anticipate that such funds will be obtained from debt and equity financings and from the unrestricted cash on hand of DFC Global.

Parent has entered into an equity commitment letter with Lone Star, dated April 1, 2014 (the “Equity Commitment Letter”), pursuant to which Lone Star has committed to contribute to Parent, at or prior to the closing of the merger, up to an amount equal to $750 million. On April 1, 2014, Parent received a binding debt commitment letter (the “Debt Commitment Letter,” and together with the Equity Commitment Letter, the “Commitment Letters”) from certain lenders pursuant to which the lenders have committed to provide (i) a senior secured bridge loan facility (the “Bridge Loan Facility”) in an aggregate principal amount of up to $750 million, and (ii) a $125 million senior secured asset-based revolving loan facility (the “Revolving Credit Facility” and, together with the Bridge Loan Facility, the “Debt Facilities”). The funding under these commitments is subject to certain conditions, including conditions that do not relate directly to the merger agreement. Although obtaining the proceeds of any financing, including the financing under the Commitment Letters, is not a condition to Parent’s obligation to complete the merger, the failure of Parent to obtain financing (whether under the Commitment Letters or otherwise) is likely to result in the failure of the merger to be completed.

In lieu of borrowing all or a portion of the Bridge Loan Facility, Parent or an affiliate is expected to issue senior secured notes (the “Senior Secured Notes”) in an aggregate principal amount of up to $750 million. Although the terms of the Senior Secured Notes remain subject to negotiation and market conditions, the indentures governing the notes are expected to contain certain customary covenants. The Senior Secured Notes

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will be offered pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), to “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) or pursuant to another applicable exemption from the registration requirements of the Securities Act, in each case without any rights to registration under the Securities Act.

Limited Guarantee (page 46)

Lone Star has provided us with a direct guarantee (the “Limited Guarantee”) of the full and prompt payment and performance of certain payment obligations of Parent and Purchaser arising under the merger agreement (including payment of the $22,722,000 termination fee) as limited pursuant to the terms of the merger agreement; provided that Lone Star’s liability under the Limited Guarantee will not exceed the sum of $22,722,000, the amount of certain payment obligations of Parent and Purchaser to reimburse DFC Global for expenses incurred in connection with providing assistance to Parent in connection with the debt financing, and the amount of any interest which may be payable under the merger agreement as a result of the late payment of the termination fee payable by Parent.

Interests of DFC Global’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest (page 47)

In considering the recommendations of the Board, you should be aware that certain of DFC Global’s directors and executive officers have interests in the transaction that are different from, or are in addition to, the interests of DFC Global’s stockholders generally. These interests relate to or arise from, among other things: (i) the fact that the executive officers of DFC Global may remain executive officers of the surviving corporation; (ii) the cash-out in the merger of all options (whether vested or unvested) to purchase shares of DFC Global common stock held by DFC Global’s directors and employees, including DFC Global’s executive officers; (iii) the conversion of all unvested restricted stock units held by employees, including DFC Global’s executive officers, into the right to receive the merger consideration; and (iv) the right to continued indemnification and insurance coverage for directors and executive officers of DFC Global following the completion of the merger, pursuant to the terms of the merger agreement. The aggregate amounts to be received by each of the executive officers in connection with the events described in subclauses (ii) and (iii) above are as follows: Jeffery A. Weiss – $2,056,285; Randall Underwood – $552,769; Michael Coury – $110,086; Michael Hudachek – $141,912; Norman Miller – $291,267; John Gavin – $184,589; David Jessick – $184,589; Clive Kahn – $184,589; Michael Kooper – $184,589, Ronald McLaughlin – $184,589; and Edward A. Evans – $71,526. In addition, as a result of the merger, Mr. Weiss will receive his capstone award and incremental capstone award, both of which are fully vested and would otherwise be paid upon his termination of employment, death or disability. The actuarial value of such benefit is $6,243,403 and is payable on the first business day of the calendar month following the merger, except for $1,000,000 of the incremental capstone which is payable on the one-year anniversary of the merger. Mr. Underwood will receive his retention bonus and incremental retention bonus in the form of an actuarially equivalent lump sum within 60 days following the merger (in lieu of an annuity and valued at $2,834,588), which benefits are fully vested and would otherwise be payable in connection with Mr. Underwood’s termination of employment, death or disability. See “ Interests of DFC Global’s Directors and Executive Officers in the Merger; Potential Conflicts of Interest ” for more detailed information concerning such payments.

The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, as well as in making their recommendation that the stockholders of DFC Global vote to adopt the merger agreement.

Legal Matters Regarding the Merger (page 55)

Merger Related Litigation.  Five purported class action lawsuits challenging the proposed merger of DFC Global with Lone Star were filed in the Delaware Chancery Court between April 8 and April 24, 2014:  Michael

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Marcus v. DFC Global Corp., et al. , Civil Action No. 9520-VCP; Maxine Phillips v. DFC Global Corp., et al. , Civil Action No. 9558-VCP; Mark Silverstein v. DFC Global Corp., et al. , Civil Action No. 9564-VCP; Noh-Joon Choo v. DFC Global Corp., et al. , Civil Action No. 9572-VCP; and Cordell Jeffrey and Sheila A. Jeffrey v. DFC Global Corp., et al. , Civil Action No. 9590-VCP.

The initial complaints in the five lawsuits are substantively identical, naming the same defendants and seeking the same relief based on the same asserted claims. The complaints allege that the merger consideration is unfair, that the merger is the result of an unfair process and that the terms of the merger are inadequate. The defendants include the Company and its directors, Jeffrey A. Weiss, John Gavin, Clive Kahn, Michael Kooper, Ronald McLaughlin, Edward A. Evans, and David Jessick as defendants, along with the Purchaser Parties.

The first count in each of the complaints is brought against the Company’s directors, alleging that they breached their fiduciary duties to stockholders by approving the merger. The second count in each of the complaints is brought against the Purchaser Parties and DFC Global Corp., alleging that those entities aided and abetted the individual defendants’ alleged breaches of fiduciary duty. Each of the complaints seeks class-action certification with the respective named plaintiff as class representative. The complaints seek preliminary and permanent injunctions barring the merger and, if the merger is completed, rescission of the merger or damages. Each of the complaints also seeks an award of attorneys’ fees and expenses.

On April 25, 2014, plaintiff Maxine Phillips filed an amended complaint, adding allegations that the Company’s preliminary proxy statement filed with the SEC on April 18, 2014 is materially false, incomplete and/or misleading, and seeking disclosure of additional information before the stockholder vote. The amended complaint also seeks a constructive trust in favor of plaintiff and the class upon any benefits improperly received by defendants as a result of their alleged wrongful conduct and an accounting and damages. On April 28, 2014, plaintiff Michael Marcus filed an amended complaint adding similar allegations.

DFC Global and its directors believe that the allegations of the complaints are without merit.

Regulatory Approvals (page 69)

Under the HSR Act, the merger may not be completed until notifications have been given and information furnished to the United States Department of Justice and the Federal Trade Commission and all statutory waiting period requirements have been terminated or expired. On April 11, 2014, the Purchaser Parties and DFC Global filed notification and report forms with respect to the merger under the HSR Act. Early termination of the HSR Act was granted on April 28, 2014 by the Federal Trade Commission.

Pursuant to the terms of the merger agreement, the merger is also conditioned on the termination or expiration of the applicable waiting periods under any applicable non-U.S. antitrust or competition-related laws, and the receipt of any approval, consent, ratification, permission, waiver or authorization required under such non-U.S. antitrust or competition-related laws. The merger is subject to approval under the antitrust laws of Poland. The Purchaser Parties and DFC Global have submitted an application for approval in Poland and expect that the required approval will be received prior to the closing of the merger.

Pursuant to the terms of the merger agreement, the merger is also conditioned upon the receipt of certain licensing related approvals, consents, ratifications, permissions, waivers and authorizations required by certain U.S. states and foreign jurisdictions; provided, however, that no such approval shall be required with respect to (x) any one U.S. state or foreign nation that represented less than 1% of the revenue of the Company on a consolidated basis and (y) any group of U.S. states or foreign nations that collectively represented less than 2% of the revenue of the Company on a consolidated basis, in each of the case of clause (x) and clause (y) for the quarter ended December 31, 2013. The merger is subject to approval under the licensing laws of Alaska, Arizona, Louisiana, Virginia, Florida, Saskatchewan, Sweden and Finland. The Purchaser Parties and DFC Global expect that all required approvals will be received prior to the closing of the merger.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the special meeting, the merger agreement and the merger. These questions and answers may not address all questions that may be important to you as a stockholder of DFC Global. Please refer to the more detailed information contained elsewhere in this proxy statement, the appendices attached to this proxy statement and the documents referred to in this proxy statement.

The Special Meeting

Voting and Proxy Procedures

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DFC Global has hired Okapi Partners LLC to assist in the solicitation of proxies. DFC Global’s directors, officers and employees may assist DFC Global in soliciting proxies, but will not be specifically compensated for their services. See “ The Special Meeting — Proxy Solicitation .”

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the special meeting and all of your shares will be voted “ FOR ” the Merger Proposal, “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal. However, if you submit a proxy card or provide proxy instructions by telephone or via the Internet and affirmatively elect to abstain from voting on one or more of the proposals, your proxy will be counted as present for the purpose of determining the presence of a quorum for the special meeting, but will not be voted on such proposals at the special meeting or at any adjournment or postponement thereof. As a result, your abstention(s) will have the same effect as voting “ AGAINST ” any proposals in respect of which you abstain.

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If your shares of DFC Global common stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the special meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the special meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares in person at the special meeting.

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See “ The Special Meeting — Voting and Revocation of Proxies .”

Getting More Information

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Okapi Partners LLC

437 Madison Avenue, 28 ^th Floor

New York, New York 10022

Banks and Brokers Call: (212) 297-0720

All Others Call Toll Free: (855) 208-8901

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THE SPECIAL MEETING

Date, Time and Place

The special meeting of the stockholders of DFC Global will be held on Friday, June 6, 2014, at 9:00 a.m., Eastern Time, at Two Logan Square, 100 N. 18 ^th Street, 30 ^th Floor, Philadelphia, Pennsylvania 19103-2799.

Purpose of the Special Meeting

The special meeting is being held for the following purposes:

The votes on the Merger-Related Compensation Proposal and the Adjournment Proposal are separate and apart from the vote on the Merger Proposal. Accordingly, a stockholder may vote in favor of the Merger Proposal and vote not to approve the Merger-Related Compensation Proposal and/or the Adjournment Proposal (and vice versa).

A copy of the merger agreement is attached to this proxy statement as Appendix A. This proxy statement and the enclosed form of proxy are first being mailed to DFC Global’s stockholders on or about May 2, 2014.

Recommendation of the Board of Directors

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee, the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, and the Board unanimously recommends that you vote “ FOR ” the Merger Proposal. See “ The Merger — Background of the Merger ” and “ The Merger — Recommendation of the Board of Directors .”

The Board also unanimously recommends that you vote “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal.

Voting Rights; Quorum

Stockholders of record at the close of business on April 29, 2014, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting. On the record date, there were approximately 117 holders of record of DFC Global common stock and 38,635,364 shares of DFC Global common stock outstanding. Each share of DFC Global common stock entitles the holder to cast one vote at the special meeting. There are no other voting securities of DFC Global.

No matter may be considered at the special meeting unless a quorum is present. Stockholders who hold a majority of the shares of DFC Global common stock outstanding as of the close of business on the record date for the special meeting must be present either in person or by proxy in order to constitute a quorum to conduct business at the special meeting. Shares of DFC Global common stock represented by proxies reflecting abstentions and properly executed broker non-votes (if any) will be counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when a broker, bank or other nominee does not vote on a particular matter because such broker, bank, or other nominee does not have the discretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner. Brokers, banks and other nominees will not have discretionary voting power with respect to the Merger Proposal, the Merger-Related Compensation Proposal or the Adjournment Proposal. If a quorum is not present, the stockholders who are present or represented by proxy may adjourn the meeting until a quorum is present.

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Voting and Revocation of Proxies

If you are a stockholder of record, you may provide voting instructions by proxy by completing, signing, dating and returning the enclosed proxy card. You may alternatively follow the instructions on the enclosed proxy card for Internet or telephone submissions. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “ FOR ” the Merger Proposal, “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal, and in accordance with the recommendation of the Board on any other matters properly brought before the stockholders at the special meeting for a vote.

If your shares are held by a broker, bank or other nominee on your behalf in “street name,” your broker, bank, or other nominee will send you instructions as to how to provide voting instructions for your shares by proxy. Many banks and brokerage firms have a process for their customers to provide voting instructions by telephone or via the Internet, in addition to providing voting instructions by proxy card.

You may revoke a proxy:

Attending the special meeting in person will not revoke a proxy. You must take one of the actions specified above prior to the vote at the special meeting to validly revoke a proxy.

Abstentions and Broker Non-Votes

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of DFC Global common stock represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “ AGAINST ” the Merger Proposal, “ AGAINST ” the Merger-Related Compensation Proposal and “ AGAINST ” the Adjournment Proposal.

Broker non-votes occur when shares held in “street name” by brokers, banks and other nominees are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or nominee does not have discretionary voting power on such proposal. Because, under Nasdaq rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of DFC Global common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. If you fail to issue voting instructions to your broker, bank or other nominee, it will have the same effect as a vote “ AGAINST ” the Merger Proposal. The failure to issue voting instructions to your broker, bank or other nominee will have no effect on the outcome of the Merger-Related Compensation Proposal or the Adjournment Proposal.

Failure to Vote

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and unrevoked proxy, the proxy will be voted “ FOR ” the Merger Proposal, “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal.

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If you fail to return your proxy card, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting (unless you are a record holder as of the record date and attend the special meeting in person) and will have the same effect as a vote “ AGAINST ” the Merger Proposal. Failure to return your proxy card will not affect the outcome of the Merger-Related Compensation Proposal or the Adjournment Proposal, assuming a quorum is present.

Other Matters at the Special Meeting

As of the date of this proxy statement, DFC Global does not know of any matters that will be presented for consideration at the special meeting other than those matters described in this proxy statement. If any other matters properly come before the special meeting, the proxies solicited hereby will be voted on such matters in accordance with the discretion of the proxy holders named therein.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. DFC Global does not anticipate that it will adjourn or postpone the special meeting unless necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Proposal or it is advised by counsel that such adjournment or postponement is necessary under applicable law. Any signed proxies received by DFC Global in which no voting instructions are provided on such matter will be voted in favor of an adjournment in these circumstances. In addition to the foregoing, DFC Global’s bylaws authorize the chairman of the meeting to adjourn the special meeting. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice need be given, unless the adjournment is for more than 30 days. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow DFC Global’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned or postponed.

Appraisal Rights

Under the DGCL, stockholders of DFC Global who do not submit a proxy or vote “for” the proposal to adopt the merger agreement and who comply with the procedural requirements of Section 262 may demand payment in cash of the fair value of their shares of DFC Global common stock in lieu of the merger consideration. This means that, if you comply with the requirements of Section 262, you are entitled to have the “fair value” (as defined pursuant to Section 262) of your shares of DFC Global common stock determined by the Delaware Court of Chancery and to receive payment based on that valuation instead of receiving the merger consideration. The amount you would receive in an appraisal proceeding may be more than, the same as or less than the merger consideration. To exercise your appraisal rights, you must submit a written demand for appraisal to DFC Global before the vote is taken on the merger agreement, you must NOT vote in favor of the Merger Proposal and you must otherwise comply with the requirements of Section 262. Your failure to follow exactly the procedures specified under Delaware law could result in the loss of your appraisal rights. See “ The Merger — Appraisal Rights ” and the text of the Delaware appraisal rights statute, Section 262, which is reproduced in its entirety as Appendix C to this proxy statement.

Proxy Solicitation

DFC Global has hired Okapi Partners LLC to solicit proxies and to distribute proxy materials for the special meeting. Okapi Partners LLC also has agreed to provide consulting and analytic services to DFC Global and to provide solicitation services with regard to banks, brokers, institutional investors and individual stockholders. The expense of soliciting proxies from stockholders, as well as preparing and mailing the notice of special meeting, the proxy statement and the proxy card(s), will be paid by DFC Global. DFC Global has agreed to pay Okapi Partners LLC (a) a fee of $15,000, (b) fees for additional campaign services, (c) a performance fee to be

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mutually agreed in light of effort expended and outcome achieved, anticipated to be up to $60,000 upon successful completion of the proxy solicitation, and (d) reasonable out-of-pocket expenses. DFC Global has also agreed to indemnify Okapi Partners LLC against certain liabilities and expenses, including liabilities under the federal securities laws.

Proxies may be solicited by Okapi Partners LLC or by directors, officers and employees of DFC Global (none of the employees, officers or directors of DFC Global will receive any additional compensation for such services) in person, by mail, telephone or telegraph, via the Internet or by facsimile. DFC Global anticipates that banks, brokers, nominees, custodians and fiduciaries will forward proxy soliciting material to beneficial owners of DFC Global common stock and that such persons will be reimbursed by DFC Global for the expenses incurred in doing so.

Additional Assistance

If you have more questions about the merger, or require assistance in submitting your proxy or voting your shares or need additional copies of the proxy statement or the enclosed proxy card, you should contact:

Okapi Partners LLC

437 Madison Avenue, 28 ^th Floor

New York, New York 10022

BANKS AND BROKERS CALL: (212) 297-0720

ALL OTHERS CALL TOLL FREE: (855) 208-8901

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THE MERGER

This section of the proxy statement describes the principal aspects of the proposed merger. You are encouraged to read the merger agreement, which is attached to this proxy statement as Appendix A, and the other annexes to this proxy statement carefully and in their entirety.

Parties to the Merger

DFC Global Corp.

DFC Global is a Delaware corporation formed in 1990. DFC Global is a leading international non-bank provider of alternative financial services, principally unsecured short-term consumer loans, secured pawn loans, check cashing, gold buying, money transfers and reloadable prepaid debit cards, serving primarily unbanked and under-banked consumers through its approximately 1,500 current retail storefront locations and its multiple Internet platforms in ten countries across Europe and North America: the United Kingdom, Canada, the United States, Sweden, Finland, Poland, Spain, Romania, the Czech Republic and the Republic of Ireland. The Company’s networks of retail locations in the United Kingdom and Canada are the largest of their kind by revenue in each of those countries.

DFC Global’s principal executive offices are located at 1436 Lancaster Avenue, Suite 300, Berwyn, Pennsylvania 19312. DFC Global’s website is located at http://www.dfcglobalcorp.com . Additional information regarding DFC Global is contained in our filings with the SEC. See “ Where You Can Find More Information .”

Purchaser Parties

Parent is a newly formed Delaware limited liability company. Purchaser is a newly formed Delaware limited liability company and wholly owned subsidiary of Parent. The Purchaser Parties were created solely for the purpose of engaging in the transactions contemplated by the merger agreement. Neither Parent nor Purchaser has carried on any activities other than in connection with the merger. The Purchaser Parties are entities currently owned, directly or indirectly, by Lone Star and its affiliates. Lone Star is a private equity fund affiliated with Lone Star Funds.

The address of the Purchaser Parties and Lone Star is 2711 North Haskell Avenue, Suite 1700, Dallas, Texas 75204. The telephone number of the Purchaser Parties and Lone Star is (214) 754-8300.

Upon consummation of the merger, Purchaser will merge with and into DFC Global and will cease to exist, and DFC Global will continue as the surviving corporation.

Recommendation of the Board of Directors

After deliberation and consultation with the Company’s financial and legal advisors, and acting upon the recommendation of the Special Committee, the Board has determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement are advisable to, and in the best interests of, our stockholders. The Board recommends that our stockholders vote “ FOR ” the Merger Proposal, “ FOR ” the Merger-Related Compensation Proposal and “ FOR ” the Adjournment Proposal. See “ The Merger — Background of the Merger ” and “ The Special Meeting — Recommendation of the Board of Directors .”

Background of the Merger

Our management and Board periodically consider various potential strategic alternatives for DFC Global in light of business, market, regulatory and economic trends and developments. These alternatives have included a sale of the Company, acquisitions by the Company, and other business initiatives intended to create or enhance stockholder value.

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In April 2012, we authorized representatives of Houlihan Lokey to approach financial sponsors that potentially might have the interest and capacity to acquire the Company, to provide publicly available financial information regarding the Company to such financial sponsors and to indicate to any such financial sponsor that expressed potential interest that an introduction to the Company’s management could be arranged. Between April and June 2012, Houlihan Lokey contacted six financial sponsors to determine whether any had an interest in acquiring the Company. We entered into confidentiality and non-disclosure agreements with two of these financial sponsors, including one which we refer to herein as “Party A.” Subsequently, we received letters from Party A and another party that had not been contacted by Houlihan Lokey, in each case indicating that such party had a preliminary interest in acquiring the Company subject to significant additional due diligence.

On June 21, 2012, Houlihan Lokey reviewed with the Board preliminary financial analyses of the Company, as well as information about the parties that Houlihan Lokey had contacted, including the parties which had expressed interest. At that time, the Board engaged Houlihan Lokey to provide investment banking services to the Company in connection with the consideration of a potential sale of the Company.

In June and July 2012, our management had preliminary discussions with Party A and the other interested party concerning our business, products and strategic plans. We established an electronic data room with requested due diligence documents, and Party A and the other interested party began their business and financial due diligence.

In July 2012, representatives of Houlihan Lokey had discussions with one of the six financial sponsors it originally contacted, which then expressed an interest in having further discussions with the Company concerning a potential acquisition. On July 17, 2012, that party entered into a confidentiality and non-disclosure agreement with the Company and was provided access to the electronic data room.

During July and August 2012, our management met separately with representatives of Party A and the other two parties that had signed confidentiality and non-disclosure agreements to discuss the Company and its operations, and representatives from the three parties continued to conduct business and financial due diligence on the Company.

In August 2012, one of the three parties notified us that it was no longer interested in pursuing an acquisition of the Company. In October 2012, Party A and the other party notified us that each was no longer interested in pursuing an acquisition of the Company.

In October 2012, we authorized representatives of Houlihan Lokey to approach additional financial sponsors and strategic buyers that potentially might have the interest and capacity to acquire the Company, to provide publicly available financial information regarding the Company to such parties and to indicate to any such parties expressing potential interest that an introduction to the Company management could be arranged. From October 2012 until October 2013, Houlihan Lokey contacted 35 additional financial sponsors and three potential strategic buyers of the Company. This broad canvassing led to no interest from potential buyers, other than Party A, another party which we refer to herein as “Party B” and Lone Star, all of whom are financial sponsors.

During this same period of time, there were significant developments in the U.K. regulatory environment in which we operate. Prior to April 1, 2014, in the United Kingdom, our consumer lending activities were primarily regulated by the Office of Fair Trading (the “OFT”), which was responsible for licensing and regulating companies that offered consumer credit. In February 2012, the OFT began an extensive review of the short-term consumer lending sector to assess its compliance with the Consumer Credit Act and the OFT’s irresponsible lending guidance. The review included 50 of the largest companies offering unsecured short-term consumer loans, including our U.K. consumer lending companies, MEM Consumer Finance Ltd., Instant Cash Loans Ltd. and Express Finance (Bromley) Ltd. In November 2012, the OFT issued debt collection guidance. Under the debt collection guidance, consumer credit providers were required to more specifically disclose to customers the use of continuous payment authority (a type of automatic payment authorization that is linked to a credit card, debit

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card or some other funded account), and were also required to suspend the use of continuous payment authority to collect defaulted debts from a customer whom we believed to be experiencing financial hardship. As a result of these actions, and in conjunction with self-imposed restrictions proposed by the Consumer Finance Association, a leading industry trade association in the United Kingdom, we began to modify our U.K. lending operations in anticipation of the significant industry-wide regulatory changes that were likely to be implemented by the OFT. This included imposing certain limitations on our use of continuous payment authority, considering broader affordability assessments and exercising greater forbearance where customers were in financial difficulty. We initially anticipated that these modifications would not have a negative long-term impact on our business. However, as discussed below, we determined at the end of our third quarter of fiscal year 2013 that these modifications and the regulatory uncertainty in the United Kingdom were likely to negatively impact our business for the foreseeable future.

The OFT issued its final report on the outcome of its sector review on March 6, 2013, in which it indicated that the reviewed short-term consumer lenders would receive letters from the OFT that would include specific findings for each such lender. Each of our U.K. businesses received a letter from the OFT, dated in either March or April 2013, which specified required actions in a number of compliance areas. Our U.K. businesses engaged an independent consulting firm to advise on the requirements in the letters and provided responses to the OFT in May and July 2013 confirming the actions taken in response to the OFT letters.

Commencing in the third quarter of fiscal year 2013, we began to see the impacts of operational modifications resulting from regulatory and trade association changes in the United Kingdom, as well as the resulting negative impact on our overall results of operations. After the release of the OFT report on the outcome of its sector review on March 6, 2013, the market price of our common stock declined from $19.56 on the trading day before the report was released to $16.64 on March 28, 2013. On April 1, 2013, we announced selected preliminary results for the third fiscal quarter ended March 31, 2013 and lowered our earnings guidance for fiscal year 2013. The closing price of our common stock declined to $13.04 per share on April 1, 2013 from $16.64 on the previous trading day.

In May 2013, representatives of Houlihan Lokey met with Party B, a financial sponsor. Representatives of Party B expressed an interest in learning more about the Company and, as a result, Houlihan Lokey provided them with publicly available information.

Representatives of Houlihan Lokey met again with representatives of Party B in June 2013, at which time Party B expressed a potential interest in speaking with Party A to discuss possibly collaborating in a purchase of the Company. The Company agreed to authorize such discussions, and Houlihan Lokey so informed Party B and Party A.

On August 8, 2013, Jeffrey Weiss, our Chief Executive Officer, and representatives of each of Houlihan Lokey, Party A and Party B met at the offices of Party B to discuss our business, products and strategic plans, all based on information that was publicly available at the time.

On August 22, 2013, we announced our fourth fiscal quarter and full fiscal year 2013 results of operations and provided Adjusted EBITDA guidance for fiscal year 2014. As we disclosed after the third fiscal quarter, our operations continued to be negatively impacted by regulatory change and uncertainty in the United Kingdom. In addition, our pawn lending business continued to be negatively impacted by the significant drop in the price of gold. We did not provide fiscal year 2014 earnings per share guidance at that time due to uncertainty regarding the potential impact from an anticipated refinancing of the outstanding $600 million 10.375% Senior Notes issued by our Canadian subsidiary (the “2016 Notes”) and the challenges of estimating the tax consequences of this impact. On August 23, 2013, the closing price of our common stock declined to $11.31 per share from $15.90 on the previous trading day.

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On September 13, 2013, representatives of Houlihan Lokey, Party A and Party B met at the offices of Party B to further discuss, based on publicly available information, our business, products and strategic plans and a potential acquisition of the Company.

On September 30, 2013, we entered into a confidentiality and non-disclosure agreement with Party A because our previous such agreement had terminated.

On or about September 30, 2013, we entered into a confidentiality and non-disclosure agreement with Party B and a letter agreement with Party B allowing it to discuss a possible joint acquisition of the Company with Party A.

In October 2013, the FCA issued a consultation paper addressing how it proposed to regulate the consumer credit industry when it assumed regulatory authority on April 1, 2014. Although the positions announced in the consultation paper were not yet binding on the industry, they provided an indication of the positions that could be included in final FCA action, including significant changes in marketing of short-term credit products, loan rollover restrictions and limitations on continuous payment authority and marketing practices for lenders in our industry.

On October 28, 2013, Mr. Weiss, Randy Underwood, our Chief Financial Officer, and Jeff Wheatley, our Managing Director – Global Strategy and Development, and representatives of Houlihan Lokey, Party A and Party B met at the offices of Party A to discuss further our business, products and strategic plans and a potential acquisition of the Company.

On October 30, 2013, representatives of Houlihan Lokey discussed the Company in a conference call with Grant Wilbeck, Matt Meredith, Kevin Barner and other representatives of Lone Star. Lone Star expressed an interest in learning more about the Company and, as a result, Houlihan Lokey arranged for a telephone introduction of the Lone Star representatives to Mr. Weiss.

On October 30, 2013, we entered into a confidentiality and non-disclosure agreement with Lone Star.

On November 6, 2013, Mr. Weiss, in a conference call, discussed our business, products and strategic plans with Messrs. Wilbeck, Meredith and Barner and other representatives of Lone Star and representatives of Houlihan Lokey.

On November 13, 2013, Messrs. Weiss, Underwood, Wheatley Wilbeck, Meredith and Barner and representatives of Houlihan Lokey met in New York City to further discuss our business, products and strategic plans and a possible acquisition of the Company.

In the fall of 2013, we undertook a proposed refinancing of the 2016 Notes. In addition to the 2016 Notes, we have outstanding approximately $386 million of debt that either matures, or is redeemable by its holders, within the next 2  ¹ ⁄ ₂ years. In order to maintain our liquidity and grow our business with our current capital structure, we will need to refinance this debt. In November 2013, we began marketing a private offering of senior notes to institutional investors, the net proceeds of which were expected to be approximately $630 million and would refinance the 2016 Notes. However, on November 22, 2013, the underwriters leading the offering informed us that there was not sufficient investor interest in the offering, and as a result we terminated the offering. On November 25, 2013, an announcement was made in the United Kingdom that the government had agreed to implement a total cost of credit cap for the products in our sector no later than January 1, 2015, a reversal of the government’s previous announced position on rate caps.

On November 25, 2013, representatives of the Company provided to representatives of Party A, Party B and Lone Star certain financial information about the Company, including summary projections prepared by the management of the Company.

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The per share closing price of our common stock declined from $13.15 per share on November 21, 2013 (immediately prior to the announcement of the termination of the notes offering) to $10.01 per share on November 29, 2013, the last trading day of November 2013.

On December 5, 2013, Messrs. Weiss, Underwood and Wheatley discussed the financial information and summary projections provided to Lone Star in a conference call with representatives of Lone Star and Houlihan Lokey.

On December 6, 2013, Messrs. Weiss, Underwood and Wheatley discussed the financial information and summary projections provided to Party A and Party B in a conference call with representatives of Party A, Party B and Houlihan Lokey.

On December 11, 2013, representatives of our U.K. management met with representatives of the OFT to review the impact of the changes made to our U.K. business as a result of the March and April 2013 OFT letters and to discuss the modifications to our U.K. business that we anticipated making in connection with the change in regulatory authority of our industry from the OFT to the FCA on April 1, 2014.

On December 12, 2013, Party B informed Houlihan Lokey that it was no longer interested in pursuing an acquisition of the Company.

On December 12, 2013, we received a written preliminary non-binding indication of interest from Lone Star to acquire all of our outstanding common stock at a price of $12.16 per share, subject to due diligence.

On December 16, 2013, we engaged Houlihan Lokey, whose prior 2012 engagement letter with us had terminated, to provide investment banking services to the Company in connection with the consideration of a potential sale of the Company.

On December 17, 2013, the Company agreed to permit Lone Star to conduct its requested due diligence review.

On December 17, 2013, we received a written preliminary non-binding indication of interest from Party A to acquire all of our outstanding common stock at a price of $13.50 per share, subject to due diligence.

On December 19, 2013, we invited Party A to continue its business, financial and legal due diligence.

From December 19, 2013 to January 8, 2014, we established a new data room with requested due diligence documents, and Lone Star, Party A and their respective advisors began their business, financial and legal due diligence. We subsequently added requested documents to the data room periodically throughout the negotiation process.

From January 8, 2014 to January 14, 2014, representatives of the Company held several conference calls with representatives of Lone Star to discuss our business, operations and strategic plans, including with respect to the industry in which we operate and the regulatory environment in the United Kingdom.

On January 23, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Lone Star and its potential financing sources and representatives of Houlihan Lokey, to discuss our operations, business and strategic plans and to discuss the potential acquisition of the Company.

On January 24, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Party A and its potential financing sources and

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representatives of Houlihan Lokey, to discuss our operations, business and strategic plans and to discuss the potential acquisition of the Company.

On January 29, 2014, the Board held a regularly scheduled meeting, with representatives of Company management, Pepper Hamilton LLP, our outside legal counsel (“Pepper Hamilton”), and Houlihan Lokey present. Mr. Weiss reviewed with the Board the non-binding preliminary indications of interest to acquire the Company from Lone Star and Party A, as previously discussed with the directors. In addition, representatives of Houlihan Lokey provided the Board with an update on the process with Lone Star and Party A and indicated that both parties had been requested, at the direction of the Company, to provide definitive proposals on or about March 1, 2014, in order for the Board to determine whether pursuing a possible sale of the Company would be in the best interest of the Company’s stockholders.

At the January 29, 2014 Board meeting, the Company’s management provided a detailed presentation to the directors on the results of operations for the second quarter of fiscal year 2014 and the impact that the continued regulatory transition in the United Kingdom, the further decline in the commodity price of gold, and the increasing weakness in the value of the Canadian dollar had on the Company’s business and the expected impact on the full fiscal year forecasted earnings.

On January 30, 2014, we announced our second quarter of fiscal year 2014 results of operations and a reduction of our guidance range of Adjusted EBITDA for fiscal year 2014 to between $170.0 million and $200.0 million, as compared to our previous range of between $200.0 million and $240.0 million, and diluted pro forma operating earnings per share guidance to between $0.35 and $0.80 as compared to our previous guidance range of between $0.65 and $1.27 per share. The closing price of our common stock declined to $7.52 per share on January 31, 2014 from $10.57 on the immediately preceding trading day.

On February 3, 2014, we announced that Norman Miller, our President and Chief Operating Officer, had resigned to pursue other interests in a non-competing industry and that Michael Hudachek, our then Senior Vice President of Global Collections, had been appointed Chief Operating Officer.

Between January 30, 2014 and February 18, 2014, representatives of the Company discussed in several separate conference calls with representatives of Lone Star and Party A and their respective advisors our business, operations and strategic plans.

On February 14, 2014, the Board met by conference call, with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. At the meeting, the Company’s management reviewed a revised five-year financial forecast. The January 30, 2014 announcement containing our fiscal year 2014 earnings guidance reduction, along with U.K. regulatory changes anticipated to be included in the final FCA rules and oversight, formed the principal basis for the revised five-year financial forecast. After discussion, the Board unanimously authorized the revised forecast (the “February forecast”).

On February 14, 2014, we provided the February forecast to Lone Star and Party A and discussed the forecast in several separate conference calls with each.

Houlihan Lokey, at the direction of the Company, requested that both parties complete their due diligence and provide definitive proposals with financing commitments on or about March 1, 2014.

On February 18, 2014, our U.K. management responsible for the transition from regulation by the OFT to regulation by the FCA attended a previously scheduled meeting with representatives of the OFT. During the meeting, our representatives provided an update to the representatives of the OFT as to the progress of our efforts to become compliant with the new rules and regulations that were anticipated to be implemented by the FCA once it assumed governing authority on April 1, 2014. The representatives of the OFT reviewed with our representatives the readiness of our U.K. operations for the regulatory requirements under the FCA, and posed

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questions concerning our U.K. management structure and our operations relating to affordability assessments, rollovers, relending and forbearance.

On February 18, 2014, Messrs. Weiss, Underwood and Wheatley and representatives of Houlihan Lokey discussed in a conference call with Lone Star and its potential financing sources the February forecast.

On February 19, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with representatives of Party A and its potential financing sources and representatives of Houlihan Lokey, to discuss our operations, business and strategic plans in light of the February forecast, and to further discuss the potential acquisition of the Company.

On February 20, 2014, management of the Company, including Messrs. Weiss, Underwood and Wheatley, met in person at an off-site location with Messrs. Wilbeck and Barner, other representatives of Lone Star and representatives of Houlihan Lokey, to discuss our operations, business and strategic plans in light of our February forecast, and to further discuss the potential acquisition of the Company.

On February 21, 2014, we entered into confidentiality and non-disclosure agreement with one of Party A’s potential debt financing sources, and such debt financing source was then provided access to the electronic data room.

On February 21, 2014, we provided drafts of a merger agreement (including a “go-shop” provision which would authorize the Company to seek a superior offer for a specified period after entering into the merger agreement) relating to the acquisition of the Company and a limited guarantee by the financial sponsor prepared by Pepper Hamilton to Party A and Lone Star and requested that each submit their comments to the agreements when they submitted their acquisition proposals on or about March 1, 2014.

On February 25, 2014, management of the Company, including Messrs. Underwood and Wheatley, met in person at the Company’s corporate office (with representatives of Houlihan Lokey participating by telephone) with representatives of Party A and its potential financing sources, to discuss our operations, business and strategic plans and to discuss the potential acquisition of the Company.

On February 28, 2014, we received a written proposal from Lone Star to acquire all of our outstanding common stock for a purchase price of $11.00 per share. Lone Star provided signed commitment letters from two potential financing sources to provide financing that was sufficient to consummate the acquisition as well as a draft merger agreement prepared by Gibson, Dunn & Crutcher LLP, outside counsel to Lone Star (“Gibson Dunn”). The proposal from Lone Star required the Company to agree to a 45-day exclusivity period during which the parties would negotiate definitive terms of the transaction. Lone Star indicated in its letter that the proposed purchase price took into account (i) regulatory changes in the U.K. market, (ii) the February forecast, (iii) a reduction in the availability of acquisition financing available from Lone Star’s financing partners in light of the February forecast, (iv) continuing U.S. regulatory scrutiny of payday lending and other alternative financial services products, (v) recent volatility in the Company’s stock price and (vi) the weakness in the value of the Canadian dollar. The draft merger agreement provided by Lone Star did not contain either a “go-shop” period or the right of the Company to terminate the merger agreement in the event of an unsolicited superior offer after the execution of the merger agreement.

On February 28, 2014, the FCA published its Handbook, which confirmed and clarified the final form of the rules and limitations to which we would be subject under the FCA authority. In addition, on February 28, 2014, we received a letter from the OFT addressing our earlier February meeting with its representatives and indicating that OFT had serious concerns about the ability of our U.K. operations to meet the enhanced regulatory requirements of the FCA. The letter requested additional information relating to certain areas of concern and requested a written response on these areas. The publication of the Handbook and the receipt of the OFT letter

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caused management to assess required changes to the Company’s U.K. operations and the timing and likely consequences thereof.

On March 2, 2014, the Board held a meeting by conference call at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present. Mr. Weiss summarized the proposal that the Company received from Lone Star, copies of which had been provided to the Board in advance of the meeting. Representatives of Houlihan Lokey reviewed with the Board a summary of the terms of the proposal and its financial analysis of the proposal. After representatives from Houlihan Lokey reported that no indication of interest had been received from Party A, the Board directed Houlihan Lokey to inform Lone Star that the Company had not yet accepted its proposal and that the Board would consider the proposal further at an upcoming Board meeting.

On March 3, 2014, Party A notified us that it was no longer interested in pursuing an acquisition of the Company.

On March 5, 2014, the Board held a meeting at the offices of Pepper Hamilton at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present. Prior to the meeting, the proposal from Lone Star and an analysis of the proposal by Houlihan Lokey were distributed to the directors. At the meeting, representatives of Houlihan Lokey reviewed with the Board the background of the original preliminary indications of interest from Lone Star and Party A, including the decision of Party A not to move forward at this time. Representatives of Houlihan Lokey reviewed a financial analysis of the Lone Star proposal and summarized the contacts that Houlihan Lokey had with potential buyers on behalf of the Company in 2013 and earlier. A representative of Pepper Hamilton reviewed with the Board its fiduciary duties under Delaware law. The Board had an extensive discussion of the February 28, 2014 letter from the OFT and the February 28, 2014 release of the Handbook by the FCA, management’s initial assessment of the impact of these developments on the Company’s business and its financial projections, and the likely impact on the Company’s share price when these new developments were factored into the Company’s fiscal year 2014 and 2015 forecasts, as well as the Company’s refinancing, management succession and goodwill impairment risks.

Management recommended, and the Board concurred, that the Board should continue to evaluate whether a sale of the Company would be in the best interest of the Company and its stockholders at the current time. The Board also established a special committee of independent directors (the “Special Committee”) to facilitate the Board’s evaluation of whether a sale of DFC Global would be in the best interests of DFC Global and its stockholders, to evaluate all proposals which may be made with respect to a possible sale of DFC Global and to control and direct the negotiation of the terms and conditions of any such proposals, subject to Board approval. The Special Committee met separately, with the other members of the Board other than Mr. Weiss in attendance by invitation, and concluded that if a satisfactory proposal were received from Lone Star, the Special Committee would authorize the Company to grant the requested exclusivity. The Board and the Special Committee directed representatives of Houlihan Lokey to provide Lone Star with the letter from the OFT and to inform Lone Star that the Board and the Special Committee were continuing to evaluate its proposal and that it should increase the purchase price in its proposal.

On March 5, 2014 and March 6, 2014, at the direction of the Board and the Special Committee, representatives of Houlihan Lokey, in several conference calls, discussed the proposal with representatives of Lone Star.

On March 7, 2014, at the direction of the Special Committee, representatives of Houlihan Lokey contacted a representative of Lone Star by telephone to confirm that the Board and the Special Committee would be supportive of granting exclusivity at a proposed price of $12.00 per share.

On March 9, 2014, we received a revised proposal from Lone Star to acquire all of our outstanding common stock for a purchase price of $12.00 per share. The proposal continued to request a 45-day exclusivity period and

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added as an additional condition to the consummation of a transaction the completion of additional regulatory due diligence in the United Kingdom and elsewhere.

On March 10, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. Representatives of Houlihan Lokey reviewed with the Board the revised proposal from Lone Star, including that representatives of Lone Star had indicated that the price in the proposal was a “best and final” price and that Lone Star indicated that it was not willing to agree to a “go shop” provision. Representatives of Houlihan Lokey reviewed with the Special Committee Houlihan Lokey’s financial analysis of the proposal and reviewed potential buyers of the Company previously contacted by Houlihan Lokey. The Special Committee invited Mr. Weiss to join the meeting for the discussion of those prior contacts. After further discussion of the proposal, the Special Committee unanimously approved the grant of exclusivity requested by Lone Star, subject to final negotiation of its terms.

On March 10, 2014 and March 11, 2014, representatives of Pepper Hamilton and Gibson Dunn negotiated the final terms of the exclusivity provision (including a term expiring on March 31, 2014, subject to extension under certain circumstances), and on March 11, 2014, the Company executed the letter agreement agreeing to the exclusivity provision with Lone Star.

On March 13, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement that had been provided by Lone Star, including Lone Star’s rejection of the Special Committee’s request for a “go-shop” provision. After continued discussion, the Special Committee determined that it would consider accepting the rejection of the “go-shop” provision if Lone Star would agree to a bifurcated termination fee concept, which would result in a lower termination fee with respect to an unsolicited superior proposal within a specified period of time after the signing of the merger agreement.

Between March 14, 2014 and March 19, 2014, representatives of our management and representatives of Lone Star’s advisors met in person and by conference call several times to discuss U.K. regulatory issues and to answer questions posed by Lone Star’s advisors relating to the February 28, 2014 letter received from the OFT.

On March 15, 2014, Pepper Hamilton sent Gibson Dunn our comments on the draft merger agreement that Lone Star had included with its proposal. From March 15, 2014 until April 1, 2014, the Company and Lone Star, and our respective legal counsel, negotiated the terms of the merger agreement.

On March 21, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement, including that Lone Star had indicated that it would now require a closing condition relating to U.K. regulatory matters. The representative of Pepper Hamilton also informed the Special Committee that Lone Star indicated that it did not intend to have any discussions with management as to post-closing ownership, employment or compensation arrangements until after execution of the merger agreement. After further discussion, the Special Committee directed the Company’s management and representatives of Pepper Hamilton to continue negotiating the terms of the merger agreement.

On March 24, 2014, Mr. Weiss met with Messrs. Wilbeck and Barner and other representatives of Lone Star at Lone Star’s office in Dallas, Texas to discuss management’s view of the current state of the business and U.K. regulatory matters, as well as other general business and industry issues.

On March 24, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. A representative of Pepper Hamilton reviewed with the Special Committee the significant issues in the proposed merger agreement, including the terms of the FCA Conditions requested by Lone Star and that Lone Star had agreed to the bifurcated termination fee concept previously discussed with the Special Committee. The representative of Pepper Hamilton informed the Special Committee

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that the proposed terms of the closing condition had been discussed in detail with the Company’s U.K. regulatory counsel. After discussion, the Special Committee directed the Company’s management and representatives of Pepper Hamilton to continue to negotiate the terms of the merger agreement, including the terms of the FCA Conditions based on the input from the Company’s U.K. regulatory counsel.

On March 24, 2014, we responded in writing to the concerns raised by the OFT in its February 28, 2014 letter. The response was in advance of an in person meeting that our U.K. management team had arranged with representatives of the OFT to be held on March 26, 2014. In the written response, we outlined certain proposed changes to our U.K. business to comply with the rules and principles set forth in the Handbook and the impact that these changes would have on our business model and our fiscal year 2015 results of operations in the United Kingdom. The revised fiscal year 2015 U.K. forecast contained in the OFT response letter reflected certain different assumptions than those underlying the February forecast. Our management team had continued to review the overall Company financial forecast, which it had begun after the publication of the Handbook on February 28, 2014, and had recognized that a reduction in our projected Adjusted EBITDA for fiscal year 2014 likely would be necessary upon completion of the review. This was communicated to representatives of Lone Star, who responded that such a reduction was likely to reduce the per share purchase price in its proposed acquisition of the Company.

On March 26, 2014, members of our senior U.S. and U.K. management met with representatives of the OFT to discuss the concerns raised by the OFT in its February 28, 2014 letter and our response in our March 24, 2014 letter to the OFT.

On March 26, 2014, the Special Committee met by conference call at which representatives of Pepper Hamilton and Houlihan Lokey were present. The Special Committee reviewed the revised U.K. fiscal year 2015 forecast prepared by management that was contained in the OFT response letter and the likelihood that management’s projected Adjusted EBITDA for fiscal year 2014 would require further reduction. A representative of Pepper Hamilton confirmed to the Special Committee that Lone Star requested that the merger agreement be executed by March 28, 2014. After discussion of the issues presented by the financial projections, the Special Committee requested that representatives of Houlihan Lokey continue to work with the Company’s management to provide management’s revised preliminary projected Adjusted EBITDA for fiscal year 2014 to Lone Star.

On March 26, 2014, we announced, on a Periodic Report on Form 8-K filed with the SEC, that we had been informed of a purported class action lawsuit filed against us, certain of our senior executives and directors, and the two underwriters who served as joint book-running managers for our April 7, 2011 common stock offering. The complaint, which purports to be brought as a class action on behalf of purchasers of our common stock in the 2011 offering, alleges violations of federal securities laws regarding disclosures made by us with respect to our prospectus and registration statement. The complaint seeks unspecified monetary and other relief. As we stated in the Form 8-K, we believe that the complaint is without merit and we intend to defend against it vigorously.

On March 26, 2014, we provided to Lone Star management’s revised preliminary projected Adjusted EBITDA for fiscal year 2014.

On March 26, 2014 and March 27, 2014, representatives of our management discussed in several conference calls with representatives of Lone Star and its advisors the meeting that representatives of our senior U.S. and U.K. management had with representatives of the OFT on March 26, 2014.

On March 27, 2014, we received a revised written proposal from Lone Star to acquire all of our outstanding common stock for $9.50 per share. The letter indicated that the proposal took into consideration our revised preliminary projected Adjusted EBITDA for fiscal year 2014, the reduced amount of acquisition financing available from Lone Star’s financing partner in light of such reduction, the continued regulatory uncertainty in the United

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Kingdom and the U.S., the weakness in the value of the Canadian dollar and the class action lawsuit recently filed against the Company. The letter also indicated that the price in the proposal was a “best and final” price.

On March 28, 2014, the Board met at the offices of Pepper Hamilton, with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. The Special Committee reviewed with the Board developments with respect to the proposed acquisition of the Company by Lone Star, including the reduction of the preliminary projected Adjusted EBITDA for fiscal year 2014 which led to Lone Star’s revised proposal. A representative of the Company’s management reviewed with the Board management’s revised preliminary projected Adjusted EBITDA for fiscal year 2014, answered questions from the Board concerning the estimate, and informed the Board that the Company’s management was preparing a revised five-year financial forecast. A representative from Pepper Hamilton informed the Board that Lone Star indicated that executing the merger agreement on April 1, 2014 was acceptable if the Board and the Special Committee decided to proceed with the transaction. Representatives of Pepper Hamilton reviewed with the Board a summary of the merger agreement and the Board’s fiduciary duties in connection with considering the sale of the Company. After considering the revised preliminary projected Adjusted EBITDA for fiscal year 2014, a timeline for completion and approval by the Board of management’s revised financial forecast, the impact of the U.K. regulatory issues on the Company’s projected performance, the reasons supporting the proposed acquisition that were considered by the Board at the meeting, and the likely impact on the Company’s common stock price when preliminary financial results for the third quarter of fiscal year 2014 were disclosed and the Company’s published guidance for fiscal year 2014 were reduced once such results and guidance were finalized, the Company’s Board directed the Company’s management to continue to negotiate the terms of the merger agreement.

On March 30, 2014, the Special Committee met by conference call, with all Board members and representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. A representative of Pepper Hamilton reviewed with the Special Committee the status of negotiations with Lone Star, including the resolution of the U.K. regulatory closing condition. Representatives of the Company’s management reviewed management’s revised five-year financial forecast and supporting assumptions, which were provided to Special Committee members prior to the meeting, with the Special Committee. After significant discussion, the Special Committee directed management to provide the revised five-year forecast (the “March forecast”) to Lone Star and determined to further discuss the March forecast at a meeting of the Board scheduled for March 31, 2014.

On March 31, 2014, the Board met by conference call with representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey present. At the meeting, the Company’s management again reviewed the March forecast. After discussion and confirmation by the Company’s management that the March forecast was reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Company’s management, the Board unanimously authorized the March forecast.

On April 1, 2014, a joint meeting of the Board and the Special Committee was held at Pepper Hamilton at which representatives of the Company’s management, Pepper Hamilton and Houlihan Lokey were present, with Messrs. Kahn, Jessick, McLaughlin, Evans and Kooper and representatives of the Company’s management participating by telephone. Prior to the meeting, the members of the Board received the merger agreement, the limited guarantee, and the Lone Star debt and equity commitment letters. At the meeting, the Board considered the terms and conditions of the proposed transaction with Lone Star. A representative of Pepper Hamilton reviewed with the Board changes in the transaction documents since the March 28, 2014 Board meeting. The Board reviewed the debt and equity commitments provided by Lone Star. At the request of the Board, Houlihan Lokey then reviewed and discussed its financial analyses. Thereafter, at the request of the Board, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board, dated April 1, 2014), as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement. See “ The Merger — Opinion of the Financial Advisor to the Company ” and the copy of the opinion attached as Appendix B to this proxy statement.

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Following the presentations and after further discussions and deliberations among the Board, the Special Committee, management and financial and legal advisors, the Special Committee unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were in the best interest of the Company and the stockholders, and recommended that the Board approve the proposed transaction with Lone Star. The Board then determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, were in the best interest of the Company and the stockholders and unanimously adopted and approved the merger agreement and the transactions contemplated by the merger agreement, including the merger, and unanimously recommended that the Company’s stockholders approve and adopt the merger agreement.

Following the Board and Special Committee meetings, on April 1, 2014, the Company and affiliates of Lone Star executed the merger agreement, and Lone Star delivered to the Company executed debt and equity commitment letters and the limited guarantee.

On April 2, 2014, we publicly announced selected preliminary third fiscal quarter 2014 results and the reduction in guidance for fiscal year 2014 through a press release. Immediately thereafter, on April 2, 2014, we publicly announced the transaction with Lone Star through the issuance of a press release.

Purposes and Reasons of DFC Global for the Merger

During the course of its deliberations on the merger, the Board held numerous meetings and consulted with the Special Committee and the Company’s senior management, financial advisor and legal counsel. During such meetings and consultations, the Board and the Special Committee reviewed, evaluated and considered numerous factors and a significant amount of information and data, including the following:

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In reaching its decision to approve the merger agreement and the merger, and to recommend that the Company’s stockholders adopt the merger agreement, the Board and the Special Committee viewed the following as positive reasons to support the merger agreement and the merger:

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In reaching its decision to approve the merger agreement and the merger, and to recommend that the Company’s stockholders adopt the merger agreement, the Board and the Special Committee considered the following potentially negative aspects of the merger and consequences of announcing the merger, but nevertheless determined that the merger agreement and the merger are advisable and in the best interests of the Company’s stockholders:

The above discussion of the information and factors considered by the Board is not intended to be exhaustive, but rather to indicate the material matters considered. In reaching its determination and recommendation, the Board and the Special Committee did not quantify, rank or assign any relative or specific weight to any of the foregoing factors, and individual members of the Board or Special Committee may have considered various factors differently. The Board did not undertake any special determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation.

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Moreover, in considering the information and factors described above, individual members of the Board or the Special Committee may have given differing weights to different factors. The Board, acting upon the unanimous recommendation of the Special Committee, based its unanimous recommendation on the totality of the information presented.

Opinion of the Financial Advisor to the Company

On April 1, 2014, Houlihan Lokey verbally rendered its opinion to the Board (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion addressed to the Board dated April 1, 2014) as to the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement.

Houlihan Lokey’s opinion was directed to the Board (in its capacity as such) and only addressed the fairness, from a financial point of view, to the holders of DFC Global common stock of the merger consideration to be received by the holders of DFC Global common stock in the merger pursuant to the merger agreement and did not address any other aspect or implication of the merger or any other agreement, arrangement or understanding. The summary of Houlihan Lokey’s opinion in this proxy statement describes the material provisions of Houlihan Lokey’s opinion, and does not purport to be, and is not, a complete description of Houlihan Lokey’s opinion. The full text of Houlihan Lokey’s written opinion is attached as Appendix B to this proxy statement and has additional information relating to Houlihan Lokey’s opinion, including additional information relating to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in connection with the preparation of its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, any security holder of the Company or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

In arriving at its opinion, Houlihan Lokey, among other things:

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Houlihan Lokey relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to Houlihan Lokey, discussed with or reviewed by Houlihan Lokey, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, management of the Company advised Houlihan Lokey, and Houlihan Lokey assumed, that the Projections were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of the Company’s management as to the future financial results and condition of the Company, and Houlihan Lokey expressed no opinion with respect to the Projections or the assumptions on which they were based. Houlihan Lokey relied upon and assumed, without independent verification, that there had been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to Houlihan Lokey’s analyses or opinion, and that there was no information or any facts that would make any of the information reviewed by Houlihan Lokey incomplete or misleading. Furthermore, Houlihan Lokey considered the results of the third-party solicitation process conducted by the Company, with Houlihan Lokey’s assistance, with respect to a possible sale of the Company.

Houlihan Lokey relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the merger agreement and all other related documents and instruments that are referred to therein were true and correct, (b) each party to the merger agreement and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party, (c) all conditions to the consummation of the merger would be satisfied without waiver thereof, and (d) the merger would be consummated in a timely manner in accordance with the terms described in the merger agreement and such other related documents and instruments, without any amendments or modifications thereto. Houlihan Lokey relied upon and assumed, without independent verification, that (i) the merger would be consummated in a manner that complies in all respects with all applicable foreign, federal and state statutes, rules and regulations, and (ii) all governmental, regulatory, and other consents and approvals necessary for the consummation of the merger would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would have an effect on the merger or the Company that would be material to Houlihan Lokey’s analyses or opinion. In addition, Houlihan Lokey relied upon and assumed, without independent verification, that the final form of the merger agreement would not differ in any respect from the draft of the merger agreement identified above in any way material to Houlihan Lokey’s analysis.

Furthermore, in connection with its opinion, Houlihan Lokey was not requested to make, and did not make, any independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of the Company, or any other party, nor was Houlihan Lokey provided with any such appraisal or evaluation. Houlihan Lokey did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. Houlihan Lokey undertook no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which the Company was or may have been a party or was or may have been subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which the Company was or may have been a party or was or may have been subject.

Houlihan Lokey’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Houlihan Lokey as of, the date of its opinion. Houlihan Lokey did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to Houlihan Lokey’s attention after the date of its opinion.

Houlihan Lokey’s opinion was furnished for the use of the Board (in its capacity as such) in connection with its evaluation of the merger and may not be used for any other purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion and a description thereof may be included in any proxy statement distributed by the Company to the holders of DFC Global common stock and filed with the SEC in connection with the merger but may not be otherwise disclosed, reproduced, disseminated, quoted, summarized or referred to at any

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time without Houlihan Lokey’s prior written consent. Houlihan Lokey’s opinion is attached as Appendix B to this proxy statement. Houlihan Lokey’s opinion should not be construed as creating any fiduciary duty on Houlihan Lokey’s part to any party. Houlihan Lokey’s opinion was not intended to be, and does not constitute, a recommendation to the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger or otherwise.

Houlihan Lokey was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (i) the underlying business decision of the Company, its security holders or any other party to proceed with or effect the merger, (ii) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger or otherwise (other than the merger consideration to the extent expressly specified in Houlihan Lokey’s opinion), (iii) the fairness of any portion or aspect of the merger to the holders of any class of securities, creditors or other constituencies of the Company, or to any other party, except if and only to the extent expressly set forth in the last sentence of Houlihan Lokey’s opinion, (iv) the relative merits of the merger as compared to any alternative business strategies or transactions that might be available for the Company or any other party, (v) the fairness of any portion or aspect of the merger to any one class or group of the Company’s or any other party’s security holders or other constituents vis-à-vis any other class or group of the Company’s or such other party’s security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (vi) whether or not the Company, Parent, their respective security holders or any other party is receiving or paying reasonably equivalent value in the merger, (vii) the solvency, creditworthiness or fair value of the Company or any other participant in the merger, or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or (viii) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger, any class of such persons or any other party, relative to the merger consideration or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. Houlihan Lokey assumed that such opinions, counsel or interpretations were or would be obtained from the appropriate professional sources. Furthermore, Houlihan Lokey relied, with the consent of the Board, on the assessments by the Company and its advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to the Company and the merger or otherwise.

In preparing its opinion to the Board, Houlihan Lokey performed a variety of analyses, including those described below. The summary of Houlihan Lokey’s analyses is not a complete description of the analyses underlying Houlihan Lokey’s opinion. The preparation of such an opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither Houlihan Lokey’s opinion nor its underlying analyses is readily susceptible to summary description. Houlihan Lokey arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. While the results of each analysis were taken into account in reaching Houlihan Lokey’s overall conclusion with respect to fairness, Houlihan Lokey did not make separate or quantifiable judgments regarding individual analyses. Accordingly, Houlihan Lokey believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors, without considering all analyses, methodologies and factors, could create a misleading or incomplete view of the processes underlying Houlihan Lokey’s analyses and opinion.

In performing its analyses, Houlihan Lokey considered general business, economic, industry and market conditions, financial and otherwise, and other matters as they existed on, and could be evaluated as of, the date of its opinion. No company, transaction or business used in Houlihan Lokey’s analyses for comparative purposes is identical to the Company or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. As a consequence, mathematical derivations (such as the high, low, mean and median) of financial

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data are not by themselves meaningful and in selecting the ranges of multiples to be applied were considered in conjunction with experience and the exercise of judgment. The estimates contained in the financial forecasts prepared by the management of the Company and the implied reference range values indicated by Houlihan Lokey’s analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of the Company. Much of the information used in, and accordingly the results of, Houlihan Lokey’s analyses are inherently subject to substantial uncertainty.

Houlihan Lokey’s opinion was only one of many factors considered by the Board in evaluating the proposed merger. Neither Houlihan Lokey’s opinion nor its analyses were determinative of the merger consideration or of the views of the Board or management with respect to the merger or the merger consideration. The type and amount of consideration payable in the merger were determined through negotiation between the Company and Parent, and the decision to enter into the merger agreement was solely that of the Board, acting upon the unanimous recommendation of the Special Committee.

The following is a summary of the material financial analyses performed by Houlihan Lokey in connection with the preparation of its opinion and reviewed with the Board on April 1, 2014. The order of the analyses does not represent relative importance or weight given to those analyses by Houlihan Lokey. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of Houlihan Lokey’s analyses.

For purposes of its analyses, Houlihan Lokey reviewed a number of financial metrics, including:

Unless the context indicates otherwise, enterprise values and equity values used in the selected companies analysis described below were calculated using the closing price of DFC Global common stock and the common stock of the selected companies listed below as of March 28, 2014, and transaction values for the selected transactions analysis described below were calculated on an enterprise value basis based on the announced transaction equity price and other public information available at the time of the announcement. The estimates of the future financial performance of the Company relied upon for the financial analyses described below were based on the Projections. The estimates of the future financial performance of the selected companies listed below were based on certain publicly available research analyst estimates for those companies.

Selected Companies Analysis . Houlihan Lokey reviewed certain data for selected companies, with publicly traded equity securities, that Houlihan Lokey deemed relevant. Enterprise values for the selected companies were calculated using the closing prices of the common stock of the selected companies as of March 28, 2014 and the latest financial information as of December 31, 2013 that was publicly available. Latest twelve months, or LTM, Adjusted EBITDA for the selected companies is based on the latest financial information for the twelve months ended December 31, 2013 that was publicly available. Estimated LTM Adjusted EBITDA for the Company is based on estimated financial information for the twelve months ended March 31, 2014 that was provided by management of the Company. Estimated adjusted earnings per share, or Adjusted EPS, of the Company is based on information provided by management of the Company. Estimated Adjusted EPS for the selected companies is based on analyst estimates.

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The financial data reviewed included:

The selected companies and corresponding data were as follows:

Taking into account qualitative and quantitative factors with respect to the Company and the selected companies, Houlihan Lokey applied selected multiple ranges of 5.2x to 6.0x LTM Adjusted EBITDA, 5.1x to 5.6x estimated CY 2014 Adjusted EBITDA, 4.5x to 5.0x estimated CY 2015 Adjusted EBITDA, 8.0x to 10.0x estimated CY 2014 Adjusted EPS and 6.0x to 8.0x estimated CY 2015 Adjusted EPS to corresponding financial data for the Company. The selected companies analysis indicated implied per share value reference ranges (rounded to the nearest $0.25) of $2.75 to $6.50 per share of DFC Global common stock based on the selected range of multiples of LTM Adjusted EBITDA, $0.25 to $2.75 per share of DFC Global common stock based on the selected range of multiples of estimated CY 2015 Adjusted EBITDA and $5.50 to $7.50 per share of DFC Global common stock based on the selected range of multiples of estimated CY 2015 Adjusted EPS, as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock. Houlihan Lokey performed selected companies analyses based on estimated CY 2014 Adjusted EBITDA and estimated CY 2014 Adjusted EPS, but the results of such analyses were not meaningful due to the Company’s negative operating results for such period.

Selected Transactions Analysis . Houlihan Lokey considered certain financial terms of certain transactions involving target companies that Houlihan Lokey deemed relevant. Enterprise values for the target companies in the selected transactions were calculated as of the public announcement date of the relevant transaction based on the estimated purchase price paid in the transaction and the latest financial information available prior to the public announcement date. LTM Adjusted EBITDA for the target companies in the selected transactions is based on the latest available financial information for the twelve months prior to the public announcement date. Estimated LTM Adjusted EBITDA for the Company is based on estimated financial information for the twelve months ended March 31, 2014 that was provided by management of the Company.

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The financial data reviewed included enterprise value as a multiple of LTM Adjusted EBITDA.

The selected transactions and resulting data were as follows:

Taking into account qualitative and quantitative factors with respect to the Company and the target companies involved in the selected transactions, Houlihan Lokey applied selected multiple ranges of 6.0x to 6.5x LTM Adjusted EBITDA to corresponding financial data for the Company. The selected transactions analysis indicated an implied per share value reference range (rounded to the nearest $0.25) of $6.50 to $9.00 per share of DFC Global common stock based on the selected range of multiples of LTM Adjusted EBITDA as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock.

Discounted Cash Flow Analysis . Houlihan Lokey performed a discounted cash flow analysis of the Company by calculating the estimated present value of the projected unlevered, after-tax free cash flows of the Company based on the Projections. Houlihan Lokey calculated terminal values for the Company by applying a range of terminal value Adjusted EBITDA multiples of 5.0x to 6.0x to the Company’s fiscal year 2018 estimated Adjusted EBITDA. In deriving the range of terminal value Adjusted EBITDA multiples, Houlihan Lokey took into account the results of the selected companies analysis. The present values of the Company’s projected future cash flows and terminal values were then calculated using discount rates ranging from 10.0% to 11.0%, derived based on a weighted average cost of capital calculation. The discounted cash flow analysis indicated an implied per share value reference range (rounded to the nearest $0.25) of $8.50 to $15.50 per share of DFC Global common stock, as compared to the proposed merger consideration of $9.50 per share of DFC Global common stock.