Shawbrook Group Regulatory News (SHAW)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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

6 May 2026

TENDER OFFER RESULTS ANNOUNCEMENT

Further to its announcement dated 27 April 2026, Shawbrook Group plc (the Offeror) announces today the results of its invitation to holders of its outstanding £124,000,000 Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities (ISIN: XS2545760188) (the Securities) to tender any and all of their Securities 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 27 April 2026 (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 5 May 2026. As at the Expiration Deadline, the Offeror had received valid tenders of £104,869,000 in aggregate nominal amount of the Securities pursuant to the Offer.

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

Settlement of the issue of the New Securities will take place on 6 May 2026, and the New Issue Condition will be satisfied following such settlement.

The Purchase Price the Offeror will pay for Securities validly tendered and accepted for purchase pursuant to the Offer is a cash purchase price equal to 108.00 per cent. of their principal amount, and the Offeror will also pay an Accrued Interest Payment in respect of such Securities.

Settlement of the purchase of the relevant Securities pursuant to the Offer is expected to take place on 8 May 2026 after which £19,131,000 in aggregate nominal amount of the Securities will remain outstanding.

Following redemption of the Securities tendered on 8 May 2026, application will be made for the admission of such redeemed Securities to trading on the International Securities Market of the London Stock Exchange plc to be cancelled.

The Dealer Managers for the Offer are:

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability Management Group; Email: eu.lm@barclays.com)

Goldman Sachs International (Telephone: +44 20 7774 4836; Attention: Liability Management Group; Email: liabilitymanagement.eu@gs.com)

NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: NWMLiabilitymanagement@natwestmarkets.com)

The Tender Agent for the Offer is:

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)

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 Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MAR) and is disclosed in accordance with the Offeror's obligations under Article 17 of UK MAR. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

For the purposes of UK MAR, this announcement is made by Andy Nicholson, Group Company Secretary.