Arbuthnot Regulatory News (ARBB)

Press Release

Immediate Release

3 November 2014

Secure Trust Bank PLC ("STB", "Secure Trust Bank" or the "Company")

Exercise of Options, Issue of Equity and Director Shareholdings

Secure Trust Bank announces that it has today been notified of the exercise of options over a total of 460,412 ordinary shares of 40 pence each ("Ordinary Shares") at a price of 720 pence each.

Paul Lynam, Andrew Salmon and Neeraj Kapur, all Directors of the Company, are among those who exercised options and accordingly the Company has issued the new ordinary shares ("New Shares") as detailed below:

Paul Lynam: 141,666

Andrew Salmon: 141,666

Neeraj Kapur: 35,416

Other employees: 141,664

Application has been made for the New Shares to be admitted to trading on AIM. The shares will rank pari passu with the existing issued shares of the Company and dealings are expected to commence on 7 November 2014. Following the issue of the New Shares, the Company has a total of 18,191,894 Ordinary Shares in issue.

The effect of the issue of the New Shares is to increase the Common Equity Tier 1 capital of the Company by £3.3 million.

The Company was also notified today that on the same day, following the exercise of options, Paul Lynam sold 141,666 Ordinary Shares at a price of £25.00 per share, Andrew Salmon sold 141,666 Ordinary Shares at a price of £25.00 per share and Neeraj Kapur sold 35,416 Ordinary Shares at a price of £25.00 per share.

Following these transactions, the shareholdings of the Directors involved are as follows:

The shareholding of Paul Lynam and persons connected to him remains unchanged at 9,110 Ordinary Shares representing approximately 0.05 per cent. of the Company's issued ordinary share capital. As previously disclosed Paul Lynam retains 141,667 unvested options maturing in November 2016 subject to certain performance criteria being achieved.

The shareholding of Andrew Salmon and persons connected to him remains unchanged at 7,500 Ordinary Shares representing approximately 0.04 per cent. of the Company's issued ordinary share capital. As previously disclosed Andrew Salmon retains 141,667 unvested options maturing in November 2016 subject to certain performance criteria being achieved.

The shareholding of Neeraj Kapur and persons connected to him remains unchanged at 1,000 Ordinary Shares representing approximately 0.01 per cent. of the Company's issued ordinary share capital. As previously disclosed Neeraj Kapur retains 35,417 unvested options maturing in November 2016 subject to certain performance criteria being achieved.

As a result of the issue of the New Shares the interest of Arbuthnot Banking Group PLC in the Company comprising 9,444,538 Ordinary Shares has reduced from 53.3% of the existing issued share capital of the Company to 51.9% of the enlarged issued share capital of the Company.

The options that have been exercised comprise the first tranche of options granted under the share option scheme that was put in place in 2011 in connection with the admission of the Company's shares to trading on AIM. A further and final tranche of options under that scheme are exercisable in November 2016 subject to certain performance criteria being achieved.

As previously disclosed, the remuneration committee is considering an appropriate new incentive scheme to motivate and retain key executives and senior management. It is currently contemplated that the new scheme will contain performance conditions and will reward long term performance. Further consideration of the terms of an appropriate scheme is taking place but it is expected that the new scheme will be put in place shortly and will be exercisable in 2018. Further information will be included in the 2014 Report and Accounts.

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