Tender Results: Fixed Rate Subordinated Notes 2030

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) (U.S. PERSON) OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE UNITED STATES) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Shawbrook Group plc

2 June 2025

TENDER OFFER RESULTS ANNOUNCEMENT

Further to its announcement dated 22 May 2025, Shawbrook Group plc (the Offeror) announces today the results of its invitation to holders of its outstanding £75,000,000 9 per cent. Fixed Rate Reset Callable Subordinated Notes due 2030 (ISIN: XS2199260576) (the Notes) to tender any and all of their Notes for purchase by the Offeror for cash, subject to the satisfaction (or waiver) of the New Issue Condition (such invitation, the Offer).

The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 May 2025 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 30 May 2025. As at the Expiration Deadline, the Offeror had received valid tenders of £30,214,000 in aggregate nominal amount of the Notes pursuant to the Offer.

The Offeror announces it will accept for purchase all Notes validly tendered pursuant to the Offer.

Settlement of the issue of the New Notes will take place on 4 June 2025, and the New Issue Condition will be satisfied following such settlement.

The Purchase Price the Offeror will pay for Notes validly tendered and accepted for purchase pursuant to the Offer is a cash purchase price equal to 100.00 per cent. of their principal amount, and the Offeror will also pay an Accrued Interest Payment in respect of such Notes.

Settlement of the purchase of the relevant Notes pursuant to the Offer is expected to take place on 4 June 2025 after which £44,786,000 in aggregate nominal amount of the Notes will remain outstanding.

Following redemption of the Notes tendered on 4 June 2025, application will be made for the admission of such redeemed Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange plc, trading as Euronext Dublin, to be cancelled.

Goldman Sachs International (Telephone: +44 20 7774 4836; Attention: Liability Management Group; Email: liabilitymanagement.eu@gs.com) is acting as the Dealer Manager for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen Morris; Email: shawbrook@is.kroll.com; Offer Website: https://deals.is.kroll.com/shawbrook) is acting as Tender Agent for the Offer.

LEI: 21380071539WSMTM4410

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.