Shawbrook Group

INFORMATION MEMORANDUM DATED 6 DECEMBER 2017 SHAWBROOK GROUP plc (incorporated with limited liability in England and Wales with registered number 07240248) £125,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities Issue Price 100 per cent. The £125,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities (the “Securities”) will be issued by Shawbrook Group plc (the “Issuer”) and constituted by a trust deed to be dated on or about 8 December 2017 (as amended or supplemented from time to time, the “Trust Deed”) between the Issuer and the Trustee (as defined in “Terms and Conditions of the Securities” (the “Conditions”, and references herein to a numbered “Condition” shall be construed accordingly)). References herein to the “Issuer Group” shall mean the Issuer and each entity which is part of the UK prudential consolidation group (as that term, or its successor, is used in the Regulatory Capital Requirements, as defined in the Conditions) of which the Issuer is part from time to time. The Securities will bear interest for the period from (and including) 8 December 2017 (the “Issue Date”) to (but excluding) 8 December 2022 (the “First Reset Date”) at 7.875 per cent. per annum (the “Initial Fixed Interest Rate”). The Interest Rate (as defined in the Conditions) will be reset on each Reset Date (each as defined in the Conditions) for the period to (but excluding) the next succeeding Reset Date thereafter, and the Interest Rate shall be the aggregate of the applicable Margin and the Reset Reference Rate on the relevant Reset Determination Date (each as defined in the Conditions). Subject to cancellation (in whole or in part) as provided herein, interest will be payable semi-annually in arrear on 8 June and 8 December in each year (each an “Interest Payment Date”) commencing on 8 June 2018. The Issuer may at any time in its sole and full discretion cancel (in whole or in part) the interest amount otherwise scheduled to be paid on any Interest Payment Date. The Issuer shall cancel the payment of any interest otherwise scheduled to be paid on an Interest Payment Date to the extent that the relevant interest amount payable with respect thereto, when (subject as described in the Conditions) aggregated with any interest payments or distributions on all other own funds instruments paid or made or required to be paid or made in the then current financial year of the Issuer exceeds the amount of the Issuer’s Distributable Items (as defined in the Conditions) as at the relevant Interest Payment Date. The cancellation of any interest payment (in whole or in part) shall not constitute a default for any purpose on the part of the Issuer and any interest amount(s) which are cancelled do not become due and are non-cumulative. Subject as provided herein, all payments in respect of or arising from the Securities are conditional upon the Issuer being solvent (as set out in the Conditions) at the time for payment and immediately following payment. Payments of interest will also be cancelled if payment would otherwise cause any Maximum Distributable Amount (as defined in “Overview of the Principal Features of the Securities”) then applicable to the Issuer Group to be exceeded. The Securities are perpetual securities with no fixed redemption date and the holders of the Securities (the “Holders”) have no right to require the Issuer to redeem or purchase the Securities at any time. Subject to the Issuer having obtained Supervisory Permission (as defined in the Conditions) and to compliance with the Regulatory Capital Requirements, the Securities may be redeemed at the option of the Issuer (i) on the First Reset Date or any Reset Date thereafter or (ii) at any time upon the occurrence of a Tax Event or a Capital Disqualification Event (each as defined in the Conditions), in each case, at their principal amount together with any accrued and unpaid interest to (but excluding) the date of redemption (but excluding any interest amounts which have been cancelled in accordance with the Conditions). In addition, upon the occurrence of a Tax Event or a Capital Disqualification Event, the Issuer may, subject to having obtained Supervisory Permission and compliance with the Regulatory Capital Requirements, at any time (whether on, before or following the First Reset Date) either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities (as defined in the Conditions). The entire principal amount of the Securities will automatically be written down to zero on a permanent basis and cancelled, and all accrued and unpaid interest cancelled, if a Trigger Event (as defined in the Conditions) occurs. The Securities will also be subject to write-down and conversion powers exercisable under, and in the circumstances set out in, the Banking Act 2009, as amended. On the occurrence of a Trigger Event and/or the exercise of such write-down and conversion powers, Holders could lose their entire investment in the Securities. Investing in the Securities involves significant risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Information Memorandum. Application has been made to the Irish Stock Exchange (the “ISE”) for approval of this Information Memorandum as listing particulars. Application has been made to the ISE for the Securities to be admitted to the Official List of the ISE and to trading on the Global Exchange Market (“GEM”), which is the exchange regulated market of the ISE. The GEM is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC) (“MiFID”). This Information Memorandum does not constitute a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU). The Securities will initially be issued in the form of a global certificate in registered form (the “Global Certificate”). The Global Certificate will be deposited with a common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”), and registered in the name of the nominee of the common depositary, on the Issue Date. Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through records maintained by, Euroclear or Clearstream, Luxembourg. Interests in the global certificate will be exchangeable for the relevant definitive securities only in certain limited circumstances. See “Summary of Provisions Relating to the Securities while represented by the Global Certificate”. The denominations of the Securities shall be £200,000 and integral multiples of £1,000 in excess thereof. The Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area (the “EEA”), as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed “Restrictions on marketing and sales to retail investors” on pages ii to iii of this Information Memorandum for further information. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the state securities laws of any state of the United States. The Securities are being offered outside the United States by the Sole Manager (as defined in “Subscription and Sale”) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Investors should reach their own investment decision about the Securities only after consultation with their own financial, accounting, tax and legal advisers about risks associated with an investment in the Securities and the suitability of investing in the Securities in light of the particular characteristics and terms of the Securities, which are complex in structure and operation, and in light of each investor's particular financial circumstances. STRUCTURING ADVISOR AND SOLE MANAGER Deutsche Bank IMPORTANT NOTICE This document constitutes listing particulars in respect of the admission of the Securities to the Official List and to trading on GEM and for the purpose of giving information with regard to the Issuer, the Group and the Securities which according to the particular nature of the Issuer, the Group and the Securities, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. This Information Memorandum is to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). This Information Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Sole Manager to subscribe or purchase, any of the Securities. The distribution of this Information Memorandum and the offering of the Securities in certain jurisdictions may be restricted by law.

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