Arbuthnot Regulatory News (ARBB)

21 March 2013

For immediate release

ARBUTHNOT BANKING GROUP ("Arbuthnot", "the Group" or "ABG")

Audited Final Results for the year to 31 December, 2012

PROFITABLE GROWTH

Arbuthnot Banking Group has made good progress across all areas and could be a significant challenger bank given a more equitable capital regime.

Arbuthnot Banking Group PLC is the holding company for Arbuthnot Latham & Co., Limited and Secure Trust Bank PLC.

FINANCIAL HIGHLIGHTS

·; Group pre-tax profit £12.6m (2011: £5.1m)

·; Earnings per share 53p (2011: loss 33p)

·; Dividend per share up 1p to 25p (2011: 24p)

·; Dividend covered 2.1 times

·; Total assets exceed £1bn

OPERATIONAL HIGHLIGHTS

Private Banking - Arbuthnot Latham

·; Profit before tax £2.1m (2011: £2.0m)

·; Customer loans up 21% to £289.3m (2011: £238.2m)

·; Customer deposits grew £74m to £495.7m (2011: £421.7m)

·; Gilliat Financial Solutions made good progress

·; Hired key executives for future expansion

·; Signed up to participate in Funding for Lending Scheme (FLS)

Retail Banking - Secure Trust Bank

·; Profit before tax £17.3m (2011: £9.1m)

·; Successful equity placing of £20m, reducing ABG's holding to 70.7%

·; Acquired Everyday loans adding £73.8m of customer loans

·; Lending balances increased by 92% to £297.6m (2011: £154.6m)

·; Total customer numbers increased to 232,000 (2011: 145,000)

·; First UK Bank to be awarded Customer Services Excellence Award

·; Granted four star mark from Fairbanking Foundation for Current Accounts

·; Signed up to participate in Funding for Lending Scheme (FLS)

Commenting on the results, Henry Angest, Chairman and Chief Executive of Arbuthnot, said: "This has been a successful year for the Arbuthnot Banking Group and has thus strengthened the foundation for future growth."

Note: Secure Trust Bank is also making its final results announcement today which should be read in conjunction with this statement.

ENQUIRIES:

The 2012 Annual Report and Notice of Meeting will be posted and available on the Arbuthnot Banking Group website http://www.arbuthnotgroup.com/results_presentations.html on or before 5 April 2013. Copies may be obtained from the Company Secretary, Arbuthnot Banking Group PLC, Arbuthnot House, 20 Ropemaker Street, London, EC2Y 9AR.

Consolidated statement of comprehensive income

Consolidated statement of financial position

Chairman's statement

I am pleased to report that Arbuthnot Banking Group ("ABG" or the "Group") has made a profit before tax of £12.6m (2011: £5.1m) for the year ended 31 December 2012. This result reflects the good progress being made across the whole Group. A milestone has been achieved in that the Group exceeded total assets of £1 billion for the first time.

Our cautious approach, during the exuberant times prior to the financial crisis in 2008, when we were criticised for our prudent approach to risk taking, has been vindicated. As a result, we have emerged in a strong and robust position, which has enabled us to take advantage of the present market conditions, as evidenced by the acquisition of Everyday Loans ("EDL").

Following on from the successful IPO of Secure Trust Bank ("STB") in 2011, we completed a further equity placing in which ABG participated in December 2012 of £20m. This offering was twice oversubscribed which is a strong indication that the market fully supports those smaller banks, which have the track record and ambition to challenge the banking establishment. As a result of the placing ABG's shareholding in STB has been diluted to 70.7%.

There has been much rhetoric in recent times from politicians, Select Committees and indeed Sir John Vickers, pointing to the fact that the UK banking market needs more competition and lower barriers to entry, i.e. "challenger banks". This will start to redress the moral hazard created by the concept of some banks being "too big to fail" and over time provide individuals and companies with a wider choice for their banking requirements.

It is clear to me when reviewing the progress being made by the Group's two businesses that we have been building the foundations for Arbuthnot Banking Group potentially to become one of those challengers. Both businesses have invested in infrastructure, developed new products and reached out to more and more customers around the country. But most importantly we have built high quality teams of people at all levels of the organisations that have the necessary experience and ambition to manage a larger bank.

The UK has 234 banks, not including the building societies and overseas banks. It is obvious that we do not require more banks, what we really need is an environment in which banks can compete on level terms. Much of the imbalance preventing competition is caused by the restrictive regulatory environment in which small banks are forced to operate.

I have also argued in the past that we do not need more banking regulations but what is required is a more judgemental regulatory regime. Regulations have become blunt instruments applied to all banks alike and usually "gold plated" for good measure, mostly to the detriment of small banks.

The impact of this was made very obvious in the Vickers report. It highlighted the competitive advantage that the large banks have by operating on the advanced methods to calculate their capital requirements. With respect to residential mortgages, this could be up to seven times less than under the standard method, which is realistically the only method available to small banks. How can there be a level playing field and more competition when the odds are stacked in favour of the large banks to such a degree?

We raised this issue in an interview with the Financial Times on 11 February 2013 where we said that small banks faced a "glass ceiling" which currently prevents them becoming real challenger banks.

I have however detected positive signals from the newly created Prudential Regulatory Authority (PRA), which has indicated that it is in favour of judgemental regulation. This should be helpful to well managed banks, big and small.

Private Banking - Arbuthnot Latham & Co., Ltd

The Private Banking business has reported a pre-tax profit of £2.1m (2011: £2.0m). Arbuthnot Latham maintained the momentum it has developed in its lending business. Despite being cautious and selective in its underwriting process, the bank grew its lending balances by £51.1m to £289.3m a 21% growth over 2011. Credit losses remained below 1% of the asset book.

In line with our stated policy of funding ourselves entirely from retail deposits, the customer deposit balances grew from £421.7 to £495.7 million, a 17% year on year increase. As a result, the loan to deposit ratio was 59% (2011: 57%) at the year end. However, much of the banks deposit raising activity took place in the first half of the year when the retail market was at its most competitive. After the announcement of the Funding for Lending Scheme in the third quarter, retail deposit rates began to fall. This resulted in a compression of margins in the business, which we expect to reverse as a number of our deposits begin to mature.

As previously announced, James Fleming joined the bank as CEO in March. Helpfully, he has been able to recruit a number of key senior executives. They were attracted to the bank by the market opportunity that exists for an independent Private Bank such as Arbuthnot Latham. Notably, the focus of their efforts will be to accelerate the growth in the wealth management business of the bank.

I was also encouraged by the continued progress shown by Gilliat Financial Solutions which recorded a profit of £0.6m (2011: £0.2m). Its track record of designing structured products that are delivering consistent and acceptable returns to its investors is helping it to gain an increasing share within the Financial Advisor market place.

Retail Banking - Secure Trust Bank

The reported pre-tax profits of Secure Trust Bank were £17.3m (2011: £9.1m). The business had a successful year and has shown strong growth across all lines of the business. The acquisition of Everyday Loans in the first half of the year was the culmination of many months of hard work and we were delighted to welcome the management team and business to the Group. We have worked closely with them over several years and respect their knowledge and experience of the market within which they operate.

Overall the lending business within Secure Trust Bank grew by 92% to close the year at £297.6m (2011: £154.6m). Notably the motor finance business was named Motor Finance Provider of the Year by the Institute of Transport Management in 2012.

The Bank also saw strong demand for its deposit products, raising customer balances by 47% from £272.1m to £398.9m. At the same time the maturity profile of these deposits was extended with the proportion of medium term deposits growing from 30% to 39% during the year.

Since the year end we are pleased that Secure Trust Bank has further enhanced its strategic capabilities by completing the acquisition of V12 Finance Group a retail point of sale business and the business of Debt Managers Ltd.

Board Changes and Personnel

As already noted, Dean Proctor resigned from the Board on 1 March 2012 to take up a position with an overseas bank. He was succeeded on the same day by James Fleming who became CEO of Arbuthnot Latham & Co., Ltd.

These results reflect the dedication and commitment of both the existing and new members of staff who, with few exceptions, have performed well in the current environment. On behalf of the Board I extend our thanks to all of them for their contributions to the Group in 2012.

I would also like to take this opportunity to express my thanks to my colleagues on the Board for their generous support and the dedication they have given to the Group and me personally.

Dividend

The Board is proposing a final dividend of 14p, an increase of 1p on last year, making a total dividend for the year of 25p (2011: 24p). If approved, the dividend will be paid on 17 May 2013 to shareholders on the register at close of business on 19 April 2013.

Outlook

Both banks have continued to build the foundations for growth and are confident and well positioned to take advantage of favourable market conditions. However, despite all the efforts that have been made to paper over the cracks in some of the weaker European economies in an effort to stabilise the Eurozone, a new economic upheaval cannot be ruled out, so the Group remains cautious as to what the future holds.

As Arbuthnot Latham enters into its 180th year, it has reported pre-tax profits for 2012 of £2.1m (2011: £2.0m). Although still a creditable performance over prior years, the progress being made in the business is not fully reflected in this financial result.

On 1 March 2012 James Fleming joined the bank as Chief Executive to take over from Dean Proctor. He was soon able to demonstrate his vision and articulate the market opportunities that exist for a well-capitalised and robust private bank such as Arbuthnot Latham. This resulted in him completing the recruitment of a number of key executives. They will help the bank to develop the wealth management business for clients based both here in the UK and overseas. This investment in enhancing the private banking teams cost the bank in excess of £0.3m in the year and annualised will amount to approximately £1m.

During the year Arbuthnot Latham grew its loan book by 21% to close the year at £289.3m (2011: £238.2m). Once again the quality of the lending resulted in the overall loan to value of the portfolio remaining broadly unchanged at 50%. Credit impairments continued at a level of less than 1% of loans despite increasing provisions against our non-core back book.

As with the previously stated policy, the balance sheet continued to be funded on a prudent basis. All customer lending is matched by retail deposits with no wholesale funding. The customer deposits closed the year at £495.7m (2011: £421.7m) an increase of 17%. The resulting loan to deposit ratio was 59% (2011 57%), which is below our target range for this period in the economic cycle.

The cost of deposits rose to a peak in the middle of the year, as a result the business experienced some margin compression in the final six months. Indeed, the total interest expense line showed an increase of £1.3m in the second half of the year compared to the first six months. Given the impact of the Funding for Lending Scheme on the deposit market, we expect this margin compression to reverse in the first half of 2013 as existing deposits reach maturity.

Arbuthnot Latham was the first UK bank to achieve chartered wealth planning status and this contributed to the growth in discretionary assets under management which increased during the year by 20% albeit from a modest base to close the year at £377m (2011: £315m).

Gilliat Financial Solutions, our structured product distribution business, enjoyed its most successful year. Revenues grew by 73% and its pre-tax profit increased to £0.6m (2011: £0.2m). The trading name is benefiting from much stronger brand recognition within the UK IFA network. The business also managed to complete its first overseas sales, as it looks to develop its offshore distribution channels.

Celebrating its 60th Anniversary, Secure Trust Bank has reported pre-tax profits of £17.3m for 2012 (2011: £9.1m), representing an increase of 90%. However, when a number of exceptional items are adjusted in this year and the previous, most notably the fair value gains related to the Everyday Loans acquisition, the underlying business grew by 110%. These results demonstrate a robust performance across the whole business, both organically and inorganically.

Overall the lending operations saw strong controlled growth with total balances ending the year at £297.6m (2011: £154.6m), representing a 92% increase during 2012. Within that, Motor Finance our most mature lending book, grew by 41% to close the year at £89.6m (2011: £63.4m). The business focuses on the near prime market segment and now provides its services to the majority of the Top 100 UK car dealer groups. It was also named Motor Finance Provider of the year by the Institute of Transport Management.

The personal unsecured lending portfolio produced strong growth of 56% closing the year at £68.2m (2011: £43.6m). The bank took significant steps to broaden its distribution capabilities and entered into a number of new introducer relationships including with Shop Direct.

The Retail Point of sale business continued to see good demand from retailers for its online and in store services. The balances at the year end were £64.2m (2011: £42.6m), an increase of 51%. This segment of the lending business has been further developed since the year end by the completion of the acquisition of the V12 Finance Group. It will provide the platform to accelerate future growth.

Our lending business was enhanced by the newly purchased portfolio from Everyday Loans, which was acquired on 8 June 2012. Everyday Loans provide loans to nonstandard borrowers via its network of 26 branches across the UK. At the year end the loan balances stood at £73.8m.

The lending operation has seen significant growth in all of its portfolios and as a result the total level of impairments has risen accordingly. However, the actual risk within the business has been tightly controlled and the losses experienced are less than we had anticipated when originating the loans. This was mainly a result of two factors. Firstly, the lending criteria were tightened at the end of 2011, which had no significant impact on lending volumes in 2012 and secondly all collection activities were migrated onto a single operating platform, making the process more efficient.

The growth in lending has been matched by strong demand for the banks saving products. The balance sheet remains entirely funded by retail deposits with no exposure to wholesale markets. During the year deposit products were offered across all tenors from 90 days to 5 years, roughly matching the funding profile of the asset book. The closing balance of customer deposits at the end of the year was £398.9m (2011: £272.1m), an increase of 47%, giving a loan to deposit ratio of 75%.

As a result of our efforts to broaden our distribution channels, the number of customers on our books has risen by 66% to 231,713 (2011: 145,174).

Finally, during the second half of the year, the business was able to celebrate three notable milestones. Firstly, Secure Trust Bank was the first bank to be awarded a Customer Services Excellence Award (CSE). This award was introduced by the Cabinet Office in 2010 to replace the Kite Mark. Secondly, the CSE award was followed by Secure Trust Bank becoming the only UK bank to be granted a 4 star mark from the Fairbanking Foundation for its current account product. Finally, in December, Secure Trust Bank successfully completed a £20m equity placing which will enable it to exploit new opportunities as they arise.

Financial Review

Arbuthnot Banking Group PLC adopts a pragmatic approach to risk taking and seeks to maximise long term revenues and returns. Given its relative size, it is able to remain entrepreneurial and capable of taking advantage of favourable market opportunities when they arise.

Following the completion of the disposal of the Investment Banking business in January 2012, which is designated as discontinued, the Group provides a range of financial services to customers and clients in its chosen markets of Private Banking (Arbuthnot Latham & Co., Limited) and Retail Banking (Secure Trust Bank PLC). The Group's revenues are derived from a combination of net interest income from lending, deposit-taking and money market activities, fees for services provided to customers and clients and commission earned on the sale of financial instruments and products.

Highlights

Following the transformation of the Group at the end of 2011 the banking businesses have continued to trade robustly during 2012.

Overall the Group has reported a profit before tax on its continuing operations of £12.6m (2011: £5.1m). The Earnings per Share of 52.6p (2011: loss of 33.3p) more than twice covers the proposed full year dividend.

The financial results do contain a number of individually significant items. The "bargain purchase" gain related to the Everyday Loans acquisition was gross £9.8m and net £7.9m after partially amortising the intangible assets and reversing part of the fair value adjustment on the loan book.

The sale of our Swiss Banking operation generated a gain of £0.8m.

Also included in the results are £1.4m of costs related to the acquisitions of Everyday Loans (£0.9m), V12 Finance Group (£0.3m) and Debt Managers (£0.2m).

Finally, the expense base includes costs relating to staff incentive schemes totalling £3.3m which consists of £1.7m to the management of Everyday Loans based on achieving certain targets following the integration of the business and £1.6m related to the Secure Trust Bank executive share option scheme which resulted from the strong growth in the Secure Trust Bank share price during the year.

Balance Sheet Strength

Total assets of the Group increased by 30% to exceed £1bn for the first time in the Group's history. This growth was again mainly as a result of the performance of the lending businesses which saw customer loans and advances increase by £194.2m. An increase of 49% compared to 2011. The acquisition of Everyday Loans contributed £73.8m to the increase.

This growth was matched by a 29% increase in customer deposits which totalled £894.5m at the year end. The Group remains entirely funded by retail deposits. The loan to deposit ratio at the year end was 65.5% (2011: 56.6%).

Segmental Analysis

The segmental analysis in Note 40 to the Consolidated Financial Statements of the Annual Report highlights the disclosures required under IFRS 8 'Operating Segments'. The operating segments are Private Banking (Arbuthnot Latham & Co., Limited) and Retail Banking (Secure Trust Bank PLC). Group costs and intercompany elimination journals are shown separately to reconcile back to the Group consolidated result.

The analysis presented below, and in the business review, is before any consolidation adjustments to reverse the impact of intergroup operating activities and also intergroup recharges and is a fair reflection of the way the Directors manage the Group.

Private Banking - Arbuthnot Latham

The profit before tax increased to £2.1m (2011: £2.0m) as the Private Bank continued to offer its full service banking and advisory product offering.

The financial results do not truly reflect the progress being made by the bank, for two reasons. Firstly, the bank saw a good pipeline of lending opportunities in the first half of the year and as a result raised sufficient retail deposits to fund this lending. At that time rates were being pushed up in the markets, as banks were seeking more retail deposits to comply with the new regulatory liquidity requirements. This caused some margin compression to take place. Following the introduction of the Funding for Lending Scheme ("FLS") the deposit rates have fallen away and we expect the margin compression to reverse during 2013.

Secondly, during the second half of the year the bank took the opportunity to accelerate its growth plans by hiring a number of key executives and private bankers. The cost of this investment was £0.3m in 2012 and annualised will be nearly £1m. The focus of these bankers will be to expand the investment management and advisory business both here in the UK and in overseas markets.

Impairment losses remained above £2m but were lower than the prior year and continue to be below 1% of the customer loan book. The loan book remains well secured and of high credit quality with an overall LTV of 50%.

Gilliat Financial Solutions continued to perform well and increased its revenues by 73% and returned an overall profit of £0.6m (2011: £0.2m). It broadened its coverage of the UK IFA market and completed its first overseas product offering.

Total assets increased to £568.6m (2011: 554.9m) with customer lending increasing by 21%. The bank also saw an increase in other assets as it purchased the new group head office - 21 Wilson Street for £15.7m plus acquisition costs (including stamp duty) of £1.1m which is due to be occupied in 2015.

Customer deposits again saw good inflows with balances increasing by 18% as the bank remains funded by retail deposits. Accordingly, the loan to deposit ratio closed the year at 59% (2011: 57%). This ratio remains part of our conservative funding policy, but is below our targeted range for the current stage in the economic cycle.

The Private Bank remains well capitalised with a total capital ratio of 12.4% (2011: 13.3%) and core tier 1 ratio of 9.9% (2011: 10.2%).

Retail Banking - Secure Trust Bank

The reported profit before tax is £17.3m (2011: £9.1m) which represents an increase of 90% during the year. This in itself gives a good indication of the growth of the business, but from a financial perspective there were a number of large items within the results that require explanation.

Firstly, the business benefited from the £9.8m gain from the "bargain purchase" that arose on the acquisition of Everyday Loans. Most of this gain will be reversed over time as intangible assets, that were part of the acquisition, are amortised during the next 3-5 years. During the second half of 2012 the partial reversal of these assets amounted to £1.9m.

Secondly, Secure Trust Bank incurred expenditure on advisors fees and due diligence costs totalling £1.4m on the three acquisitions it completed either during the year or early in 2013. These were £0.9m for Everyday Loans, £0.3m for V12 Finance Group and £0.2m for Debt Managers respectively.

Thirdly, the performance of the Secure Trust Bank share price, which increased from £8.30 to £15.70 during the year, has required the bank to provide £1.6m toward the cost of the executive share option scheme.

Finally, £1.7m of expenses were recognised as part of the incentive plan put in place for the management of Everyday Loans, based in achieving certain performance targets following the integration of the business into the Group.

The growth in the year was again mainly led by the lending business with all key books increasing. This was in line with the strategy of maintaining a diversified portfolio of lending books. The upward trajectory of fee income was maintained as the current account revenues offset the gradual decline in Onebill revenues.

The current account ended the year with 20,962 accounts (2011:17,178) and Onebill stood at 26,154 (2011: 28,698).

During the year the overall asset finance portfolio increased by 45% as a result of good growth in the motor finance, personal computer and Pay4later portfolios. The personal loan portfolio grew by 56% and the acquired portfolios have been almost entirely collected out.

The acquisition of Everyday Loans increased the customer asset book by £73.8m.

Customer deposit balances increased by 47% to £398.9m (2011: £272.1m) as the bank continued to fund the asset book with retail deposits across its maturity profile.

Group & Other Costs

The net Group costs increased to £6.7m (2011: £5.9m) as a result of the higher operating and premises cost offset by the gain on the sale from the Swiss Bank.

Capital

The Group's capital management policy is focused on optimising shareholder value over the long term. There is a clear focus on delivering organic growth and ensuring capital resources are sufficient to support planned levels of growth. The Board regularly reviews the capital position.

In accordance with the EU's Capital Requirements Directive (CRD) and the required parameters set out in the FSA Handbook (BIPRU 2.2), the Individual Capital Adequacy Assessment Process (ICAAP) is embedded in the risk management framework of the Group and is subject to ongoing updates and revisions when necessary. However, at a minimum, the ICAAP is updated annually as part of the business planning process. The ICAAP is a process that brings together the management framework (i.e. the policies, procedures, strategies, and systems that the Group has implemented to identify, manage and mitigate its risks) and the financial disciplines of business planning and capital management.

The Group's regulated entities are also the principal trading subsidiaries as detailed in Note 40.

Not all material risks can be mitigated by capital, but where capital is appropriate the Board has adopted a "Pillar I plus" approach to determine the level of capital the Group needs to hold. This method takes the Pillar I capital formula calculations (standardised approach for credit, market and operational risk) as a starting point, and then considers whether each of the calculations deliver a sufficient capital sum adequately to cover management's anticipated risks. Where the Board considered that the Pillar I calculations did not reflect the risk, an additional capital add-on in Pillar II is applied.

The Group's regulatory capital is divided into two tiers:

• Tier 1 comprises mainly shareholders' funds and non-controlling interest, after deducting goodwill and other intangible assets.

• Lower Tier 2 comprises qualifying subordinated loan capital and revaluation reserves. Lower Tier 2 capital cannot exceed 50% of tier 1 capital.

The ICAAP includes a summary of the capital required to mitigate the identified risks in its regulated entities and the amount of capital that the Group has available. The latest version of the Group ICAAP is currently in the process of being approved by the Board. All regulated entities have complied with all of the externally imposed capital requirements to which they are subject.

* - Risk Weighted Assets (RWAs)

Risks and Uncertainties

The Group regards the monitoring and controlling of risks and uncertainties as a fundamental part of the management process. Consequently, senior management are involved in the development of risk management policies and in monitoring their application. A detailed description of risk management and their associated policies is set out in note 4 to the financial statements.

The principal risks inherent in the Group's business are credit, market, liquidity, operational and regulatory.

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due. This risk exists mainly in Arbuthnot Latham & Co., Limited and Secure Trust Bank PLC, who currently have loan books of £289.3m and £297.6m respectively.

The lending portfolio in Arbuthnot Latham is extended to our private banking clients, the majority of which is secured against cash, property or other assets.

The portfolios within Secure Trust are extended to retail customers and are largely unsecured.

Credit risk is managed through the Credit Committees of each of the two banks with significant exposures also being approved by the Group Risk Committee.

Market risk arises in relation to movement in the interest rates, currencies and equity markets.

The Group's treasury function operates mainly to provide a service to clients and does not take significant unmatched positions in any market for its own account. Hence, the Group's exposure to adverse movements in interest rates and currencies is limited to interest earnings on its free cash and interest rate re-pricing mismatches.

Liquidity risk is the risk that the Group cannot meet its liabilities as they fall due. The Group takes a conservative approach to managing its liquidity profile. It has placed no reliance on the wholesale lending markets and is entirely funded by retail customer deposits. The loan to deposit ratios are maintained at prudent levels. Following introduction of the new liquidity regime, which came into force on 1 October 2010, the Group now maintains liquidity asset buffers which comprise high quality, unencumbered assets such as Government Securities, which can be called upon to meet the Group's liabilities.

Operational risk is the risk that the Group may be exposed to financial losses from conducting its business. The largest exposure to this risk exists in Arbuthnot Latham as mis-selling risk via its wealth management advisory service and its structured product distribution business.

The Group maintains clear compliance guidelines and provides ongoing training to all staff. Periodic spot checks and internal audits are performed to ensure these guidelines are being maintained. The Group also has insurance policies in place to cover any claims that may arise.

The Group is also exposed to operational risks from its Information Technology and Operations platforms. There are additional internal controls in these processes that are designed to protect the Group from these risks. The Group's overall approach to managing internal control and financial reporting is described in the Corporate Governance section of the Annual Report.

Regulatory risk is the risk that the Group will have insufficient capital resources to support the business or does not comply with regulatory requirements. The Group adopts a conservative approach to managing the capital of the Group. The principal regulated entities maintain capital ratios in excess of the minimum level set by the regulator. Capital requirements are forecast as part of the annual budgeting process and these are regularly monitored. Annually the Group Board assesses the robustness of the capital requirements as part of the Individual Capital Adequacy Assessment Process (ICAAP) where stringent stress tests are performed to ensure that capital resources are adequate over a future three year horizon.

Dividend

The Board proposes a final dividend of 14 pence per share to be paid on 17 May 2013, giving a total dividend for the year of 25 pence (2011: 24 pence) per share.

Going Concern

After making appropriate enquiries which assessed strategy, profitability, funding, risk management (see Note 6) and capital resources (see Note 7), the directors are satisfied that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The financial statements are, therefore, prepared on the going concern basis.

Group Directors' Report

The Directors submit their annual report and the audited consolidated financial statements for the year ended 31 December 2012.

Principal Activities and Review

The principal activities of the Group are banking and financial services. A business review in accordance with Section 417 of the Companies Act 2006 forming part of this report is set out on pages 4 to 12.

Results and Dividends

The results for the year are shown on page 1. The profit after tax for the year of £11.1 million (2011: loss after tax of £7 million) is included in reserves.

The Directors recommend the payment of a final dividend of 14 pence on the ordinary shares which, together with the interim dividend of 11 pence paid on 5 October 2012, represents a total dividend for the year of 25 pence (2011: 24 pence). The final dividend, if approved by members at the Annual General Meeting, will be paid on 17 May 2013 to shareholders on the register at close of business on 19 April 2013.

Share Capital

On 10 January 2012 the Company repurchased 5,000 ordinary shares at 328p per share and on 12 January 2012 a further 5,000 ordinary shares at 355p, such shares being held as Treasury Shares.

At the Annual General Meeting shareholders will be asked to approve two Special Resolutions; the authority granted by each of them will expire at the conclusion of the Annual General Meeting in 2014.

The first continues the authority of the Directors to issue shares in nominal value equal to 5% of the existing share capital for cash, otherwise than to existing shareholders pro rata to their holdings. The Directors have no present intention of issuing any shares and will not issue shares which would effectively change the control of the Company without the prior approval of shareholders in General Meeting.

The second renews the authority of the Directors to make market purchases of shares not exceeding 10% of the existing issued share capital. The Directors will keep the position under review in order to maximise the Company's resources in the best interests of shareholders.

Substantial Shareholders

The Company was aware at 19 March 2013 of the following substantial holdings in the ordinary shares of the Company, other than those held by one director shown below:

Directors

Apart from Mr. J.W. Fleming who was appointed a director on 1 March 2012, all directors served throughout the year. Mr. D.M. Proctor resigned from the Board on 1 March 2012.

Mr. H. Angest and Sir Christopher Meyer retire under Article 78 of the Articles of Association and, being eligible, offer themselves for re-election. Mr. Angest has a service agreement terminable on twelve months' notice. Sir Christopher Meyer does not have a service agreement.

According to the information kept under Section 3 of the Disclosure and Transparency Rules 2006, the interests of directors and their families in the ordinary 1p shares of the Company at the dates shown were, and the percentage of the current issued share capital held is, as follows:

At the year end Mr. Lynam held 8,800 and Mr. Salmon 7,500 ordinary 40p shares in Secure Trust Bank PLC, a 70.7% subsidiary of the Company.

On 21 May 2008 Mr. Salmon was granted an option to subscribe between May 2011 and May 2015 for 100,000 ordinary 1p shares in the Company at 337.5p.

On 5 November 2008 Mr. Cobb was granted an option to subscribe between November 2011 and November 2015 for 50,000 ordinary 1p shares in the Company at 320p.

Dr. Turrell, a former director of the Company, had an option to subscribe for 50,000 ordinary 1p shares at 380p exercisable until 31 December 2012 which was exercised on 29 October 2012 and satisfied by a payment of £132,500.

On 2 November 2011 Mr. Lynam and Mr. Salmon were each granted options to subscribe for 141,666 ordinary 40p shares in Secure Trust Bank PLC at 720p between 2 November 2014 and 1 November 2021, and a further 141,667 shares at 720p between 2 November 2016 and 1 November 2021.

Apart from the interests disclosed above, no director was interested at any time in the year in the share capital of Group companies.

No director, either during or at the end of the financial year, was materially interested in any contract with the Company or any of its subsidiaries, which was significant in relation to the Group's business. At 31 December 2012 one director had a loan from Arbuthnot Latham & Co., Limited amounting to £2,647,000, on normal commercial terms as disclosed in note 39 to the financial statements. At 31 December 2012 two directors had deposits with Secure Trust Bank PLC amounting to £217,000 and three directors had deposits with Arbuthnot Latham & Co., Limited amounting to £1,550,000, all on normal commercial terms as disclosed in note 39 to the financial statements.

The Company maintains insurance to provide liability cover for directors and officers of the Company.

Board Committees

The report of the Remuneration Committee on pages 19 to 20 will be the subject of an Ordinary Resolution at the Annual General Meeting.

Information on the Audit, Nomination, Risk and Donations Committees is included in the Corporate Governance section of the Annual Report on page 16 to 18.

Employees

The Company gives due consideration to the employment of disabled persons and is an equal opportunities employer. It also regularly provides employees with information on matters of concern to them, consults on decisions likely to affect their interests and encourages their involvement in the performance of the Company through share participation and in other ways.

Supplier Payment Policy

The Company's policy is to make payment in line with terms agreed with individual suppliers, payment being effected on average within 30 days of invoice.

Forbearance

The Group has always looked to support customers who are in financial difficulty. We seek to engage in early communication with borrowers experiencing difficulty in meeting their repayments, to obtain their commitment to maintaining or re-establishing their contractual payment plan. We consider forbearance options on a case by case basis in line with best practice and they are subject to regular monitoring and review.

Charitable Donations

The Company made charitable donations of £83,000 during the year (2011: £71,000).

Political Donations

The Company made a political donation of £50,000 to the Conservative Party during the year (2011: political donations £35,000).

Status

The Company is not a close company as defined in the Income and Corporation Taxes Act 1988.

Auditors

A resolution to reappoint KPMG Audit Plc as auditors of the Company will be proposed at the forthcoming Annual General Meeting at a fee to be agreed in due course by the Directors.

The Directors have disclosed to the auditors to the best of their knowledge and belief all relevant information necessary to assist the auditors in the preparation of their report.

Corporate Governance

AIM companies are not required to comply with The Combined Code. Nevertheless, the Board endorses the principles of openness, integrity and accountability which underlie good corporate governance and intends to take into account the provisions of The Combined Code in so far as they are appropriate to the Group's size and circumstances. Moreover, the Group contains subsidiaries authorised to undertake regulated business under the Financial Services and Markets Act 2000 and regulated by the Financial Services Authority, including two which are authorised deposit taking businesses. Accordingly, the Group operates to the high standards of corporate accountability and regulatory compliance appropriate for such businesses.

Directors

The Group is led and controlled by an effective Board which comprises five executive directors and three non-executive directors.

The senior independent non-executive director is Robert Wickham, who in addition is Deputy Chairman. Although Mr. Wickham has served on the Board for nineteen years from the date of his first election, he displays independence in both character and judgement and there are no other relationships or circumstances which could affect his judgement. Accordingly, the Board considers him to be independent.

The Board

The Board meets regularly throughout the year. Substantive agenda items have briefing papers, which are circulated in a timely manner before each meeting. The Board is satisfied that it is supplied with all the information that it requires and requests, in a form and of a quality to enable it to discharge its duties. In addition to ongoing matters concerning the strategy and management of the Company and of the Group, the Board has determined certain items which are reserved for decision by itself. These matters include the acquisition and disposal of other than minor businesses, the issue of capital by any Group company and any transaction by a subsidiary company that cannot be made within its own resources, or that is not in the normal course of its business.

The Company Secretary is responsible for ensuring that Board processes and procedures are appropriately followed and support effective decision making. All directors have access to the Company Secretary's advice and services and there is an agreed procedure for directors to obtain independent professional advice in the course of their duties, if necessary, at the Company's expense.

The Board has delegated certain of its responsibilities to Committees. All Committees have written terms of reference.

Audit Committee

Membership of the Audit Committee is limited to non-executive directors and comprises Ruth Lea (as Chairman), Sir Christopher Meyer and Robert Wickham.

The Audit Committee provides a forum for discussing with the Group's external auditors their report on the annual accounts, reviewing the scope, results and effectiveness of the internal audit work programme and considering any other matters which might have a financial impact on the Company, including the Group's arrangements by which staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. The Audit Committee's responsibilities include reviewing the Group's system of internal control and the process for evaluating and monitoring risk. The Committee also reviews the appointment, terms of engagement and objectivity of the external auditors, including the level of non-audit services provided, and ensures that there is an appropriate audit relationship.

Remuneration Committee

Information on the Remuneration Committee and details of the Directors' remuneration are set out in the separate Remuneration Report.

Nomination Committee

The Nomination Committee is chaired by Henry Angest and its other members are Robert Wickham and Ruth Lea. Before a Board appointment is made the skills, knowledge and experience required for a particular appointment are evaluated.

Risk Committee

The Risk Committee is chaired by Henry Angest and its other members are James Cobb, James Fleming, John Reed (non-executive of Arbuthnot Latham), Andrew Salmon and Robert Wickham. The role of the Risk Committee is to approve specific risk policies for Group subsidiaries and significant individual credit or other exposures.

Donations Committee

The Donations Committee is chaired by Henry Angest and its other members are Robert Wickham and Ruth Lea. The Committee considers any political donation or expenditure as defined within the Political Parties, Elections and Referendums Act 2000.

Shareholder Communications

The Company maintains a regular dialogue with its shareholders and makes full use of the Annual General Meeting and any other General Meetings to communicate with investors.

The Company aims to present a balanced and understandable assessment in all its reports to shareholders, its regulators and the wider public. Key announcements and other information can be found at: www.arbuthnotgroup.com.

Internal Control and Financial Reporting

The Board of directors has overall responsibility for the Group's system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance against the risk of material misstatement or loss.

The Directors and senior management of the Group have formally adopted a Group Risk and Controls Policy which sets out the Board's attitude to risk and internal control. Key risks identified by the Directors are formally reviewed and assessed at least once a year by the Board, in addition to which key business risks are identified, evaluated and managed by operating management on an ongoing basis by means of procedures such as physical controls, credit and other authorisation limits and segregation of duties. The Board also receives regular reports on any risk matters that need to be brought to its attention. Significant risks identified in connection with the development of new activities are subject to consideration by the Board. There are well-established budgeting procedures in place and reports are presented regularly to the Board detailing the results of each principal business unit, variances against budget and prior year, and other performance data.

The effectiveness of the internal control system is reviewed regularly by the Board and the Audit Committee, which also receives reports of reviews undertaken by the internal audit function which was outsourced to Ernst & Young. The Audit Committee also receives reports from the external auditors, KPMG Audit Plc, which include details of internal control matters that they have identified. Certain aspects of the system of internal control are also subject to regulatory supervision, the results of which are monitored closely by the Board.

Going Concern

After making appropriate enquiries which assessed strategy, profitability, funding and capital resources, the Directors are satisfied that the Company and the Group have adequate resources to continue in operation for the foreseeable future. The financial statements are, therefore, prepared on the going concern basis.

Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements on the same basis.

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgments and estimates that are reasonable and prudent;

• state whether they have been prepared in accordance with IFRSs as adopted by the EU; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent

Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Statement of Disclosure of Information to Auditors

The Directors confirm that:

• so far as each director is aware, there is no relevant audit information of which the Company's auditors are unaware; and

• the Directors have taken all the steps they ought to have taken as directors to make themselves aware of any relevant audit

information and to establish that the Company's auditors are aware of that information.

Remuneration Report

Remuneration Committee

Membership of the Remuneration Committee is limited to non-executive directors together with Henry Angest as Chairman. The present members of the Committee are Henry Angest, Robert Wickham and Ruth Lea.

The Committee has responsibility for producing recommendations on the overall remuneration policy for directors and for setting the remuneration of individual directors, both for review by the Board. Members of the Committee do not vote on their own remuneration.

Remuneration Policy

The Remuneration Committee determines the remuneration of individual directors having regard to the size and nature of the business; the importance of attracting, retaining and motivating management of the appropriate calibre without paying more than is necessary for this purpose; remuneration data for comparable positions; the need to align the interests of executives with those of shareholders; and an appropriate balance between current remuneration and longer term performance-related rewards. The remuneration package can comprise a combination of basic annual salary and benefits (including pension), a discretionary annual bonus award related to the Committee's assessment of the contribution made by the executive during the year and longer term incentives, including executive share options. Pension benefits take the form of annual contributions paid by the Company to individual money purchase schemes. The Remuneration Committee reviews salary levels each year based on the performance of the Group during the preceding financial period. This review does not necessarily lead to increases in salary levels. During 2011 the Group implemented all the provisions required under the FSA Remuneration Code. Accordingly the Group and its subsidiaries are all considered to be Tier 3 institutions.

Directors' Service Contracts

Henry Angest, James Fleming, Paul Lynam and Andrew Salmon each have service contracts terminable at any time on 12 months' notice in writing by either party. James Cobb has a service contract terminable at any time on 6 months' notice in writing by either party.

Share Option and Long Term Incentive Schemes

This part of the remuneration report is audited information.

In May 2005, the Company extended its Unapproved Executive Share Option Scheme for a further period of 10 years.

The Company has an ESOP ("the Arbuthnot ESOP Trust") under which trustees may purchase shares in the Company to satisfy the exercise of share options by employees including executive directors.

At the date of this remuneration report, the only outstanding options to directors under the Unapproved Executive Share Option Scheme are those in relation to 100,000 shares for Andrew Salmon and 50,000 shares for James Cobb. 150,500 shares are held in the Arbuthnot ESOP Trust.

Under the Unapproved Executive Share Option Scheme of the Company's subsidiary, Secure Trust Bank PLC, established in November 2011, Paul Lynam and Andrew Salmon were each granted options over 283,333 shares in that company.

\* These bonus awards are at this time indicative. The Remuneration committee, at its meeting on 13 December 2012, placed certain conditions which require final approval by the committee prior to the award becoming unconditional and payable. This is anticipated to take place in the second quarter of 2013.

Details of any shares or options held by directors are presented on page 14.

The emoluments of the Chairman were £519,000 (2011: £415,000). The emoluments of the highest paid director were £870,000 (2011: £685,000) including pension contributions of £35,000 (2011: £nil).

Mr. R J J Wickham is a director of Calando Finance Limited which received an annual fee of £50,000 (2011: £50,000) in respect of his services to the Group.

These amounts are included in the table above.

Retirement benefits are accruing under money purchase schemes for six directors who served during 2012 (2011: five directors).

Independent Auditor's Report

We have audited the financial statements of Arbuthnot Banking Group PLC for the year ended 31 December 2012 set out on pages 23 to 81. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU and, as regards the Parent Company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In addition to our audit of the financial statements, the directors have engaged us to audit the information in the Directors' Remuneration Report that is described as having been audited, which the directors have decided to prepare (in addition to that required to be prepared) as if the Company were required to comply with the requirements of Schedule 8 to The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008 No. 410) made under the Companies Act 2006.

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and, in respect of the separate opinion in relation to the Directors' Remuneration Report and reporting on corporate governance, on terms that have been agreed. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and, in respect of the separate opinion in relation to the Directors' Remuneration Report, those matters that we have agreed to state to them in our report, and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 18, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at

www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements

In our opinion:

• the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 December 2012 and of the Group's profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

• the Parent Company financial statements have been properly prepared in accordance with IFRSs as adopted by the EU and as applied in accordance with the provisions of the Companies Act 2006; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006 and under the terms of our engagement

In our opinion:

• the part of the Directors' Remuneration Report which we were engaged to audit has been properly prepared in accordance with Schedule 8 to the Companies Act 2006 The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, as if those requirements were to apply to the Company; and

• the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 and under the terms of our engagement we are required to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements and the part of the Directors' Remuneration Report which we were engaged to audit are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Company statement of financial position

Consolidated statement of changes in equity

Company statement of changes in equity