Notifications of transactions

Notifications of transactions of directors and persons discharging managerial responsibilities (PDMRs)

Award to new joiner

On 9 March 2016 Evelyn Hamilton, a PDMR of the Company was, under the terms of her appointment with the Company, granted the following options over ordinary shares of £0.01 of the Company in accordance with the terms of the Shawbrook Performance Share Plan (the Plan) in order to compensate her for forfeited awards from previous employment.

The first award is a buyout of annual and deferred bonus awards and the second a buyout of outstanding LTIP awards. The vesting dates for these awards replicate those of the forfeited awards. No consideration was paid for the grant of these awards.

The awards (which are over 134,442 shares in total) will vest, subject to the rules of the Plan, any malus or clawback provisions and to Ms Hamilton's on-going employment with the Company, in the following tranches on the dates set out below.

The shares will not be subject to further performance conditions but the total number of shares in the second award may be reduced if the award from the previous employment vests significantly below target. In addition, her awards may be subject to malus and clawback in exceptional circumstances in line with the plan rules, and this may include, in respect of the second award, where, if she had remained in employment with her previous employer, the original awards would have been subject to forfeiture or clawback.

2016 Performance Share Plan awards

On 9 March 2016 the following Executive Directors and PDMRs of the Company were each granted options over ordinary shares of £0.01 in the capital of the Company in accordance with the terms of the Plan.

The awards for the Executive Directors and PDMRs will vest on the third anniversary of the grant date, subject to the achievement of performance targets over the period 1 January 2016 to 31 December 2018, in accordance with the Plan rules.

Once the awards have vested the Executive Directors will also be required to hold the shares for a further two-year period (after any sales for tax arising on the vesting of the shares) in accordance with the terms of the Plan. In addition, awards may be subject to malus and clawback in exceptional circumstances in line with the Plan rules.

The awards were made for nil consideration.

The price used to calculate the number of awards was £3.0617 being the average of the mid- market closing price of an ordinary share of the Company on the three consecutive business days immediately preceding 9 March 2016.

Deferred Share Bonus Plan

On 9 March 2016 the following Executive Directors and PDMRs of the Company were each granted options over ordinary shares of £0.01 in the capital of the Company in accordance with the terms of the Shawbrook Group Deferred Share Bonus Plan ("the Deferred Share Plan ").

The awards for the Executive Directors and PDMRs will vest in equal tranches on the first, second and third anniversaries of the grant date in accordance with the rules of the Deferred Share Plan. The awards will not be subject to further performance conditions but may be subject to malus and clawback in exceptional circumstances in line with the Deferred Share Plan rules.

The awards were made for nil consideration.

The price used to calculate the number of awards was £3.0617 being the average of the mid- market closing price of an ordinary share of the Company on the three consecutive business days immediately preceding 9 March 2016.

This announcement is made pursuant to Disclosure and Transparency Rule 3.1.4

For further information please contact

Gordon Ellis

Head of Secretariat

01277 751110

[email protected]