Stabilisation Notice - Aldermore Group PLC

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

10th March 2015

Aldermore Group PLC

Stabilisation Notice

Credit Suisse Securities (Europe) Limited (contact: Stephane Gruffat; telephone: 020 7888 3692) hereby gives notice that the Stabilising Manager named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).

The securities:

Issuer: Aldermore Group PLC

Shares: Ordinary Shares of the Issuer (ISIN No. GB00BQQMCJ47)

Offering size: 117,934,783 Ordinary Shares

Offer price: 192 pence per Ordinary Share

Stabilisation:

Stabilising Manager: Credit Suisse Securities (Europe) Limited

Stabilisation period expected to commence at: 8.00 a.m. on 10th March 2015

Stabilisation period expected to end no later than: 8th April 2015

Maximum size of over-allotment facility: 17,690,217 Ordinary Shares

Over-allotment Option:

Terms: AnaCap Financial Partners L.P., AnaCap Financial Partners II, L.P., AnaCap Derby Co-investment (No.1) L.P., AnaCap Derby Co-investment (No.2) L.P., Lansdowne Global Financials Master Fund Limited and Tosca Entrust Master Fund Ltd. (through its custodian JP Morgan Clearing Corp) have granted Credit Suisse Securities (Europe) Limited, in its capacity as Stabilising Manager and for the account of the underwriters, the option to acquire, or procure acquirers for, up to an additional [17,690,217 Ordinary Shares.

Duration: This option may be exercised in whole or in part on one or more occasions at any time from 10th March 2015 to 8th April 2015.

DISCLAIMERS

In connection with the offer of the above securities, the Stabilising Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time.

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.

This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan, South Africa, the United States of America (including its territories and possessions, any State of the United States of America and the District of Columbia) (the "United States") or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including Australia, Canada, Japan, South Africa, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities of the Issuer 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 within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who are high net worth persons or investment professionals within articles 19(5) or 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied upon by other persons in the United Kingdom.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made 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") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are "qualified investors" within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be made) and must not be acted on or relied on by other persons in that Member State.