Shawbrook Group plc Post-Stabilisation Notice

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. 

28 November 2025

Shawbrook Group plcPost-Stabilisation Period Announcement

Further to the pre-stabilisation period announcement dated 30 October 2025, Barclays Capital Securities Limited (Contact: Ben Newmark; Telephone: +44 20 3134 8574) hereby gives notice that the Stabilising Manager named below and its affiliates undertook stabilisation in accordance with the relevant provisions of the Market Abuse Regulation (EU) No 596/2014 of the European Parliament and of the Council (as it forms part of retained EU law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018) and Commission Delegated Regulation (EU) 2016/1052 (as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018).

Barclays Capital Securities Limited, acting as the stabilising manager, has today given notice to exercise the over-allotment option (the "Over-allotment Option") granted by Marlin Bidco Limited in respect of 13,673,547 ordinary shares in Shawbrook at the offer price of 370 pence per share.

Giving effect to the exercise of the Over-allotment Option, the final size of the Offer is approximately £398 million (approximately 108 million ordinary shares), representing approximately 21 per cent. of the ordinary shares in Shawbrook.

Important legal information

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2 of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of retained EU law as defined in the EU (Withdrawal) Act 2018 (all such persons together being referred to as "Relevant Persons").

In any member state of the European Economic Area ("EEA") (each, a "Relevant Member State"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129).

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase any securities in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "Securities Act") and may not be offered or sold in the United States except to "qualified institutional buyers" as defined in, and in reliance on, Rule 144A under the Securities Act or another exemption from, or transaction not subject to, the registration requirements of the Securities Act. All offers and sales of securities outside of the United States will be made in reliance on, and in compliance with, Regulation S under the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.