DISCLAIMER – IMPORTANT

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED

IMPORTANT: You must read the following before continuing. The following applies to the Final Listing Particulars (the “Listing Particulars”). You must read this disclaimer carefully before reading, accessing or making any other use of the Listing Particulars. In accessing the electronic version of the Listing Particulars on the website, you agree to be bound by the following terms and conditions.

THE LISTING PARTICULARS MAY NOT BE ACCESSED, FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE LISTING PARTICULARS MAY ONLY BE ACCESSED OUTSIDE THE UNITED STATES BY, OR DISTRIBUTED OUTSIDE THE UNITED STATES TO, PERSONS THAT ARE NOT U.S. PERSONS, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE LISTING PARTICULARS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

NOTHING IN THE LISTING PARTICULARS CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY NOTES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES DESCRIBED IN THE LISTING PARTICULARS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUCH NOTES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

The Listing Particulars do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law or regulation. Under no circumstances shall the Listing Particulars constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction in which such offer or solicitation would be unlawful. No action has been or will be taken in any jurisdiction by Shawbrook Group plc that would, or is intended to, permit a public offering of the Notes or possession or distribution of the Listing Particulars in any country or jurisdiction where action for that purpose is required.

Confirmation of understanding and acceptance of disclaimer

I warrant to Shawbrook Group plc that:

(i)         I am located outside the United States and am not a U.S. person, as defined in Regulation S under the Securities Act, nor am I acting on behalf of a U.S. person;

(ii)        if I am located in the United Kingdom, I am a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Order”) or a certified high net worth individual within Article 48 of the Order;

(iii)        I am located and resident outside the United Kingdom and the European Economic Area or, if I am located or resident in the United Kingdom or the European Economic Area, I am a “professional client” or an “eligible counterparty” (and not a “retail client”) for the purposes of Directive 2014/65/EU (“MiFID II”);

I have read and understood the disclaimer set out above, and I understand that it may affect my rights and I agree to be bound by its terms. I am permitted to proceed to access the electronic version of the Listing Particulars and I understand that any subscription or purchase of Notes may only be made on the basis of the information contained in the Listing Particulars in final form.

Agree

Disagree