Commentary & Deal Flow

Book Update: Books above £800m (excl. JLM, pre-rec)
IPTs: PerpNC5.5: 8.750%a

• Issuer: Shawbrook Group plc (Ticker: SHAWLN)
• LEI: 21380071539WSMTM4410
• Securities: Fixed Rate Reset Perpetual Additional Tier 1 Write Down Capital Securities
• Status of the Securities: Direct, unsecured, unguaranteed and subordinated obligations of the Issuer and will rank pari passu and without any preference among themselves
• Issuer / Issue Ratings: Unrated
• Format: Reg S, Registered Form
• Size: Minimum £200m
• Pricing Date: 28-Apr-26
• Settlement / Issue Date: 06-May-26 (T+5)
• Maturity: Perpetual
• Reset Dates: 06-Nov-31 (the “First Reset Date”), 6 months after the First Call Date and each fifth anniversary thereafter
• Reference Gilt: UKT 4.00% 31-Oct-31 (ISIN: GB00BPSNBF73)
• Re-offer Price: 100%
• Interest Rate: [•]% per annum from and including the Issue Date to but excluding the First Reset Date, payable semi-annually in arrear
  The Interest Rate will reset (each a “Reset Rate of Interest”) on each Reset Date at the sum of the relevant Reset Reference Rate and the Margin of [•]%
• Interest Payment Dates: 6 May and 6 November of each year, commencing on 06-Nov-26
• Cancellation of Interest: Optional at the sole and absolute discretion of the Issuer (in whole or in part) at any time
  Mandatory if (a) there are insufficient Distributable Items, (b) such payment would cause the Maximum Distributable Amount to be exceeded, (c) Relevant Authority orders the Issuer to cancel, (d) the Solvency Condition is not satisfied or(e) upon the occurrence of a Trigger Event
  Any cancellation of interest is non-cumulative and will not constitute a default
• Reset Reference Rate: In respect of a Reset Period, determined by the Agent Bank on the basis of the bid and offered yields of the Benchmark Gilt provided at 11.00 a.m. on the Reset Determination Date in respect of such Reset Period
• Solvency Condition: Except in a Winding-Up, all payments in respect of, or arising from, the Securities are conditional upon the Issuer being solvent at the time of payment by the Issuer and no principal, interest or other amount shall be due and payable except to the extent that the Issuer could make such payment and still be solvent immediately thereafter
• Waiver of Set‑Off: No Holder may exercise or claim or plead any right of set-off, netting, compensation, counterclaim or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or in connection with, the Securities (subject to applicable law)
• Trigger Event: If, at any time, the CET1 Ratio of the Issuer Group has fallen below 7.00%
• Write Down following a Trigger Event: On the business day following the determination that a Trigger Event has occurred (the “Write Down Date”), there will be an irrevocable, automatic and permanent reduction of the full principal amount of each Security to zero, cancellation of all accrued and unpaid interest and other amounts (if any) arising under or in connection with the Securities and cancellation of the Securities on the Write Down Date
• Optional Redemption: The Issuer may, in its sole and full discretion but subject to certain conditions (including Supervisory Permission, where required), elect to redeem all (but not some only) of the Securities on any day falling in the period commencing on 06-May-31 (First Call Date) and ending on (and including) the First Reset Date and on any Interest Payment Date thereafter at their principal amount together with interest accrued and unpaid thereon (excluding interest that has been cancelled in accordance with the Conditions) to (but excluding) the date fixed for redemption
• Redemption Due to Tax Event or Capital Disqualification Event: The Issuer may, subject to certain conditions (including Supervisory Permission, where required), elect to redeem all (but not some only) of the Securities at any time if a Tax Event or a Capital Disqualification Event has occurred, in each case, at their principal amount together with any accrued and unpaid interest thereon (excluding interest that has been cancelled in accordance with the Conditions) to (but excluding) the date fixed for redemption
• Issuer’s Clean‑up Call Option: If, at any time, 75% or more of the aggregate principal amount of the Securities originally issued has been purchased by the Issuer or for the Issuer’s account and subsequently cancelled, the Issuer may, in its sole discretion but subject to certain conditions (including regulatory permission, where required), redeem all (but not some only) of the Securities at their principal amount plus accrued and unpaid interest thereon (excluding interest that has been cancelled in accordance with the Conditions) to (but excluding) the date fixed for redemption
• Substitution and Variation: If a Tax Event or a Capital Disqualification Event has occurred then the Issuer may, subject to certain conditions (including Supervisory Permission, where required), at any time either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities
• Enforcement: Limited enforcement rights as further described in the Conditions.
• Issuer Substitution: The Trust Deed contains provisions permitting the Trustee subject certain conditions (including Supervisory, where required) to agree, subject to the substitution on a subordinated basis of certain other entities in place of the Issuer as a new principal debtor under the Trust Deed and the Securities
• Use of Proceeds: The net proceeds of the issue of the Securities will be used by the Issuer to refinance some or all of the Issuer’s currently outstanding AT1 securities, which are expected to be purchased by the Issuer pursuant to a cash tender offer announced on 27-Apr-26, for downstreaming to Shawbrook Bank, to strengthen the Group’s regulatory capital base and to grow the Group’s business.
• Day Count Fraction: Actual/Actual (ICMA)
• Business Day Convention: Following, unadjusted
• Business Days: London
• Risk Factors: As set out in the "Risk Factors" section in the Preliminary Admission Particulars
• Denominations: £200,000 and integral multiples of £1,000 in excess
• Clearing System: Euroclear and Clearstream, Luxembourg
• Governing Law / Listing: English / LSE (ISM)
• Bail-in: Contractual acknowledgement of Statutory UK Bail-in Power
• ISIN / Common Code: XS3351070555 / 335107055
• Bookrunners: Barclays, Goldman Sachs International, NatWest
• Documentation: Standalone format. Preliminary Admission Particulars dated 27-Apr-26 (the “Preliminary Admission Particulars”)
• Selling Restrictions: Regulation S, not 144A eligible, as described in the Preliminary Admission Particulars
  Customary selling restrictions in the UK, EEA, Italy, Singapore, Canada and Switzerland as more fully set out in the Preliminary Admission Particulars
• Target Market: UK MiFIR product governance is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs key information document (KID)/CCI product summary has been prepared as the Securities will not be made available to retail investors in the EEA or the UK
  No sales to retail clients (as defined in the FCA COBS 3.4) in the UK
  FCA CoCo Rules apply
• Deal Roadshow: Link: https://dealroadshow.com
  Entry Code: SHAWBROOK2026
  Direct Link: https://dealroadshow.com/e/SHAWBROOK2026
• Timing: Books open, today’s business