Exercise of Over-allotment Option & End of Stabili

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

01 May 2015

Shawbrook Group plc

Exercise of Over-allotment Option and End of Stabilisation Notice

Shawbrook Group plc ("Shawbrook") today confirms that, in connection with its initial public offering of ordinary shares (the "Offer"), Goldman Sachs International, as stabilising manager, has exercised the over-allotment option granted by SOF General Partner (Guernsey) Limited (the "Over-allotment Shareholder") in respect of 11,250,000 ordinary shares in Shawbrook (the "Over-allotment Shares") at the offer price of 290 pence per Over-allotment Share.

Including the exercise of the over-allotment option, the total size of the Offer was 86,250,000 ordinary shares, in total representing 34.5 per cent. of the 250,000,000 ordinary shares in Shawbrook currently in issue.

Following the exercise of the over-allotment option, the Over-allotment Shareholder will hold 136,479,498 ordinary shares in Shawbrook through its nominee company, SOF Annex Nominees Limited, representing 54.6 per cent. of the 250,000,000 ordinary shares in Shawbrook currently in issue.

Goldman Sachs International hereby gives notice that no stabilisation was or will be undertaken in relation to the Offer.

Enquiries:

Instinctif Partners

Mike Davies / Nick Woods / Ross Gillam

020 7457 2051 / 020 7866 7904 / 020 7457 2035

[email protected] / [email protected] / [email protected] 

Shawbrook

Fiona Cornes

07769 220 292

[email protected]

Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners

BofA Merrill Lynch Goldman Sachs International

Arif Vohra / James Fleming / Anthony Gutman / William Smiley /

Matt Blawat / Pete Nicholls  John Brennan / Ken Hayahara

020 7174 4000 020 7774 1000

Joint Bookrunners

Macquarie Capital

Jonny Allison / Kavita Choitram / Nick Stamp

020 3037 2000

Co-Lead Manager

Keefe, Bruyette & Woods, a Stifel Company

Charles Lucas

020 7663 5400

Disclaimer

Important notice

The information contained in this announcement is for information purposes only and does not constitute or form part of any offer to sell or issue, or any solicitation of any offer to purchase, underwrite, subscribe for or otherwise acquire or dispose of any securities of Shawbrook.

Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, South Africa or Japanese securities laws. The Offer and the distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. This announcement is not an offer of securities for sale, or a solicitation of an offer to purchase securities in the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") other than the United Kingdom, this announcement is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive. Other persons should not rely or act upon this announcement or any of its contents.

Goldman Sachs International (the "Stabilising Manager") is authorised and regulated by the FCA in the United Kingdom and the Prudential Regulatory Authority (the "PRA"). The Stabilising Manager is acting exclusively for Shawbrook and no-one else in connection with the Offer. It will not regard any other person as its clients in relation to the Offer and will not be responsible to anyone other than Shawbrook for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein.