Shawbrook Group PLC — Proxy Solicitation & Information Statement 2016

Apr 1, 2016

SHAWBROOK

NOTICE OF ANNUAL
GENERAL MEETING

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about its contents or the action you should take, you are recommended to seek your own personal financial advice from your stockbroker or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in Shawbrook Group plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

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Shawbrook Group plc
Lutea House
Warley Hill Business Park
The Drive
Great Warley
Brentwood
Essex CM13 3BE

March 2016

Dear Shareholder

Annual General Meeting

I am pleased to send you details of the Annual General Meeting ('AGM') of Shawbrook Group plc (the 'Company').

The AGM will be held on 9 June 2016 at Instinctif Partners, 65 Gresham Street, London EC2V 7NQ and will start at 10.00 a.m. Shareholder registration will be available from 9.15 a.m. A map showing how to get to Instinctif Partners is set out at the end of my letter.

The following documentation is enclosed with this letter:

• Notice of AGM, which sets out the details of the resolutions to be proposed at the AGM; and
• Form of Proxy (and prepaid envelope).

Please note that the Company's Report and Accounts in respect of the financial year ended 31 December 2015 (the 'Report and Accounts') are available to view and to download electronically on the Company's website at https://investors.shawbrook.co.uk

If you have previously indicated that you would prefer to receive a printed copy of the Report and Accounts, then you will also find a copy of the Report and Accounts enclosed.

The AGM is an opportunity for shareholders to express their views directly to the Board and I hope that you will take the opportunity to do so.

What to do next

The business of the meeting will be conducted on a poll. If you cannot attend the AGM I strongly encourage you to exercise your right to vote by appointing a proxy to vote at the AGM on your behalf. To appoint a proxy please complete the enclosed Form of Proxy, and return it in the prepaid envelope provided (no postage is required if posted within the UK) to the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA so as to arrive as soon as possible but in any event not later than 10.00 a.m. on 7 June 2016. Alternatively if you would prefer to appoint a proxy or proxies electronically, you may do so via the website run by Equiniti at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number provided on the Form of Proxy or, if you are a CREST member, by following the procedure explained in paragraph 7 of the Notes to the Notice of AGM. This will not prevent you from attending the AGM and voting in person should you so wish. Further details relating to voting by proxy are set out in the Notes to the Notice of AGM on pages 13 to 15 of this document.

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Shareholder Helpline

If you have any questions relating to the enclosed documents, please call the Company's Registrars, Equiniti, on 0371 384 2030. Lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday. If calling from overseas, please call the following number instead: +44 121 415 7047. The helpline cannot give any financial, legal or tax advice.

Documents available for inspection

The following documents are available for inspection at the registered office of the Company during usual business hours on any weekday (public holidays excepted) from the date of the Notice of AGM until the conclusion of the AGM and will also be available for inspection at the AGM venue from at least 15 minutes before the AGM until it ends:

• a copy of the Company's memorandum of association and articles of association;
• copies of the service contracts or letters of appointment of the Directors of the Company; and
• the Report and Accounts.

Explanatory Notes

Explanatory notes on each of the resolutions to be considered at the AGM are set out on pages 8 to 12 of this document. Biographical details of each director seeking election are set out on pages 16 to 20.

Recommendation

The Directors believe that all the proposed Resolutions to be considered at the AGM are in the best interests of the Company and shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings.

Yours sincerely

Iain Cornish

Chairman

Arrival by train:

Bank underground station, served by the Central, Northern, District, Circle, DLR and Waterloo & City lines, is five minutes walk from the venue.

St. Paul's underground station, served by the Central line, is five minutes walk from the venue. Cannon Street, Liverpool Street and Moorgate stations, served by National Rail services, are 7-10 minutes walk from the venue.

Arrival by Bus:

Bus numbers 8, 25 and 242 stop on Cheapside which is located two minutes walk from the venue. Unfortunately, we cannot offer car parking spaces.

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting ("AGM") of Shawbrook Group plc (the "Company") will be held at Instinctif Partners, 65 Gresham Street, London EC2V 7NQ on 9 June 2016 at 10.00 a.m. to transact the business set out below. Resolutions 1 to 17 will be proposed as ordinary resolutions and 18 to 21 as special resolutions:

Ordinary Resolutions

RESOLUTION 1 - REPORT AND ACCOUNTS

To receive the accounts of the Company for the financial year ended 31 December 2015 and the reports of the Directors and the auditors thereon.

RESOLUTION 2

To elect Robin Ashton as a Director of the Company.

RESOLUTION 3

To elect Iain Cornish as a Director of the Company.

RESOLUTION 4

To elect David Gagie as a Director of the Company.

RESOLUTION 5

To elect Sally-Ann Hibberd as a Director of the Company.

RESOLUTION 6

To elect Stephen Johnson as a Director of the Company.

RESOLUTION 7

To elect Paul Lawrence as a Director of the Company.

RESOLUTION 8

To elect Roger Lovering as a Director of the Company.

RESOLUTION 9

To elect Lindsey McMurray as a Director of the Company.

RESOLUTION 10

To elect Steve Pateman as a Director of the Company.

RESOLUTION 11

To elect Tom Wood as a Director of the Company.

RESOLUTION 12 - REMUNERATION REPORT

To approve the Annual Report on Remuneration and the annual statement of the Chairman of the Remuneration Committee contained in the Company's Annual Report and Accounts for the year ended 31 December 2015, set out on pages 65 to 66 and 74 to 81 of the Report and Accounts, in accordance with section 439 of the Companies Act 2006.

RESOLUTION 13 - REMUNERATION POLICY

To approve the Remuneration Policy contained in the Company's Annual Report and Accounts for the year ended 31 December 2015, set out on pages 67 to 73 of the Report and Accounts, in accordance with section 439A of the Companies Act 2006, which Remuneration Policy will take effect immediately at the end of this annual general meeting.

RESOLUTION 14 - RE-APPOINTMENT OF AUDITORS

To re-appoint KPMG LLP as auditors of the Company, to hold office until conclusion of the next annual general meeting of the Company at which accounts are laid.

RESOLUTION 15 - REMUNERATION OF AUDITORS

To authorise the Audit Committee to determine KPMG LLP's remuneration as auditors of the Company.

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RESOLUTION 16 – ALLOTMENT OF SHARES

That:

(a) the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to:

(i) allot shares in the Company, and to grant rights to subscribe for or to convert any security into such shares in the Company:

(A) for any purpose up to an aggregate nominal amount of £835,000; and

(B) comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of £1,670,000 (including within such limit the aggregate nominal value of any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of rights issue:

(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

(ii) to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may in connection with such a rights issue impose any limits or restrictions, and make any arrangements, which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or shares represented by depository receipts, record dates, legal or practical problems in or arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or any other matter for a period expiring (unless such authority is previously renewed, varied or revoked by the Company in general meeting) at the next annual general meeting of the Company (or, if earlier, the close of business on 30 June 2017); and

(ii) make any offer or agreement which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted, pursuant to the authority referred to in paragraph (a)(i) above after that authority has expired;

(b) subject to paragraph (c) below all existing authorities given to the Directors pursuant to section 551 of the Companies Act 2006 and in force at the commencement of this meeting be revoked by this Resolution; and

(c) paragraph (b) above shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the revocation of the authority pursuant to which such offer or agreement was made.

RESOLUTION 17 – ALLOTMENT OF ADDITIONAL TIER 1 SECURITIES

That, in addition to the authority proposed under Resolution 16, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

(a) up to an aggregate nominal amount of £501,000 in relation to the issue of Additional Tier 1 Securities where the Directors consider that an issuance of Additional Tier 1 Securities would be desirable, including in connection with, or for the purposes of, complying with or maintaining compliance with, the regulatory requirements or targets applicable to the Company and its subsidiaries from time to time; and

(b) subject to applicable law and regulation, at such conversion prices (or such maximum and minimum conversion price methodologies) as may be determined by the Directors from time to time.

This authority shall expire at close of business on 30 June 2017, or, if earlier, on the conclusion of the next annual general meeting of the Company.

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The Company may, before this authority expires, make an offer or agreement which would, or might, require shares to be allotted or rights to be granted after it expires and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if this authority had not expired.

Special Resolutions

RESOLUTION 18 – DISAPPLICATION OF PRE-EMPTION RIGHTS

That, subject to and conditional upon the passing of Resolution 16, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006, in substitution for all subsisting powers under those sections which are in force at the commencement of this meeting, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 16 or by the sale of ordinary shares held by the Company as treasury shares, in either case as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited to:

(a) the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's listing rules) or any other pre-emptive offer that is open for acceptance for a period determined by the Directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to any limits, restrictions or other arrangements as the Directors consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depository receipts, record dates, legal or practical problems in or arising under the laws of any overseas territory or the requirements of any regulatory body or any stock exchange or any other matter; and

(b) an allotment to any person or persons of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £250,500.

This authority shall expire at close of business on 30 June 2017 or, if earlier, on the conclusion of the next annual general meeting of the Company but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (or treasury shares to be sold) for cash after the power expires.

RESOLUTION 19 – DISAPPLICATION OF PRE-EMPTION RIGHTS IN RELATION TO ADDITIONAL TIER 1 SECURITIES

That, subject and conditional upon the passing of Resolution 17, and in accordance with section 570 of the Companies Act 2006 the Directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) wholly for cash pursuant to the authority conferred in Resolution 17 up to an aggregate nominal amount of £501,000 in relation to any issue of Additional Tier 1 Securities as if section 561 of the Companies Act 2006 did not apply to any such allotment.

This authority shall apply until the end of the next annual general meeting (or, if earlier, until the close of business on 30 June 2017).

The Company may, before this authority expires, make an offer or agreement which would, or might, require shares to be allotted or rights to be granted after it expires and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if this authority had not expired.

This authority shall be in addition to the authority proposed under Resolution 18.

RESOLUTION 20 – MARKET PURCHASES OF SHARES

That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases (as defined in section 693 of that Act) of ordinary shares of 0.01 pence each in its capital provided that:

(a) the maximum aggregate number of such shares that may be acquired under this authority is 25,050,000;

(b) the minimum price (exclusive of expenses) which may be paid for such a share is its nominal value;

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(c) the maximum price (exclusive of expenses) which may be paid for such a share is the higher of: (i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current bid for an ordinary share as derived from the London Stock Exchange Trading System;

(d) this authority shall expire at close of business on 30 June 2017 or, if earlier, on the conclusion of the next annual general meeting of the Company; and

(e) before such expiry the Company may enter into a contract to purchase ordinary shares that would or might require a purchase to be completed after such expiry.

RESOLUTION 21 – NOTICE OF GENERAL MEETINGS, OTHER THAN ANNUAL GENERAL MEETINGS

That any general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice, such authority to expire at the conclusion of the next annual general meeting of the Company.

Registered Office
Shawbrook Group plc
Lutea House
Warley Hill Business Park
The Drive
Great Warley
Brentwood CM13 3BE

By order of the Board
Daniel Rushbrook
General Counsel and Company Secretary
March 2016

Registered in England: 07240248

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Explanatory Notes on the Resolutions

Ordinary resolutions

RESOLUTION 1

The Directors must present the Company's Report and Accounts (including the financial statements, the Directors' reports and the Independent Auditor's report for the financial year ended 31 December 2015. Shareholders are being asked to receive the Report and Accounts.

RESOLUTIONS 2 TO 11

In accordance with the Company's Articles of Association and provision B.7.1 of the UK Corporate Governance Code 2014 any director appointed by the Board, but who has not been elected by shareholders may hold office only until the next annual general meeting, when the director must stand for election by the shareholders. None of the Directors have been subject to election by the shareholders since the re-registration of the Company as a public limited company and its subsequent flotation on London Stock Exchange plc's main market for listed securities on 8 April 2015. Therefore they all stand for election at this year's AGM.

The Board considers the Directors should be elected to maintain the appropriate balance of skills, knowledge and experience of the Board.

The biographies of each of the Directors standing for election are on pages 16 to 20.

Rules of the Financial Conduct Authority ('FCA') provide protections for the minority of shareholders of a premium-listed company in which there is a "controlling shareholder" (defined by the FCA as "any person who exercises or controls, on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the company"). Under these rules, the election by the shareholders of an independent director must be approved by ordinary resolution of the shareholders and separately approved by all shareholders excluding those shareholders who are not controlling

shareholders (the "Independent Shareholders"). If the ordinary resolution to approve the election of an existing independent director is passed, but separate approval by the Independent Shareholders is not given, the FCA's listing rules permit an existing independent director to remain in office pending a further ordinary resolution of all the shareholders to approve the election of that director. Such a resolution may only be voted on within the period of between 90 days and 120 days following the date of the original vote.

The Company intends to seek the separate approval of its Independent Shareholders for each of resolutions 2 to 5, 7 and 8 proposing the election of Robin Ashton, Iain Cornish, David Gagie, Sally-Ann Hibberd, Paul Lawrence and Roger Lovering as independent Directors. Such approval will be sought following the vote on each of those resolutions by the Company's shareholders and will be sought by discounting from the result of the vote on each such resolution the votes of those shareholders who are identified as controlling shareholders of the Company as at 6.00 pm on 7 June 2016. As at 19 February 2016, Special Opportunities Fund (Guernsey) LP held 44.37% of the Company's issued share capital and is a controlling shareholder for the purpose of these rules.

Separate approval will be given by the Independent Shareholders if it is given by Independent Shareholders representing a simple majority of the total voting rights of Independent Shareholders who vote. The Company will, on announcing the result of the AGM, announce, in respect of resolutions 2 to 5, 7 and 8, the result of both the vote of the Company's shareholders and the vote of the Independent Shareholders.

If separate Independent Shareholder approval is not given for any relevant resolution, the Company intends that the relevant appointment will continue for 120 days from the date of the original vote, unless a further ordinary resolution for election is passed. If a further resolution to approve the election of the relevant Director is defeated, his or her appointment will cease on that resolution being defeated.

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An evaluation of the performance of the Board was conducted internally in December 2015, facilitated by the Chairman and Company Secretary and overseen by the Nomination Committee. Following this review, the Board considers that each of the Directors continues to be effective and to demonstrate commitment to the role, including commitment of time for Board and committee meetings and any other duties. The Board is content that each of the independent Directors offering themselves for election is independent in character and there are no relationships or circumstances which are likely to affect their character or judgement.

As required by the FCA's listing rules, the Company confirms that:

1. There are no existing, nor have there been any prior, relationships, transactions or arrangements between any independent Director and the Company or any of its directors or the controlling shareholder or any associate (as defined in the FCA's listing rules) of the controlling shareholder.
2. The independent Directors continue to contribute to the performance of the Board and demonstrate commitment to their roles. Further biographical details and information relating to the contribution of the independent Directors is set out in Appendix 1.
3. The Company assesses the independence of its Directors in accordance with the recommendations of the UK Corporate Governance Code 2014. The Company determined that the independent Directors were independent on their appointment and ensures that they remain independent by periodically reviewing their character and judgment and the absence of any such relationships as are referred to above.
4. The Nomination Committee has made recommendations to the Board during the year in relation to the appointment of new independent Directors.

Further information on the work of the Nomination Committee is set out on pages 56 and 57 of the Report and Accounts.

RESOLUTION 12

This Resolution seeks to approve the Annual Report on Remuneration (other than the part containing the Remuneration Policy) which may be found on pages 74 to 81 of the Report and Accounts and which gives details of the Directors' remuneration for the year ended 31 December 2015, together with the annual statement of the Chairman of the Remuneration Committee, which may be found on pages 65 to 66, in each case in accordance with section 439 of the Companies Act 2006. This vote is advisory only and does not affect the actual remuneration paid to an individual Director.

RESOLUTION 13

This Resolution seeks to approve the Remuneration Policy which may be found on pages 67 to 73 inclusive of the Report and Accounts in accordance with section 439A of the Companies Act 2006.

The Board considers that a well-balanced remuneration policy plays a significant role in helping the Company to achieve its goals by attracting and retaining directors with appropriate skills, qualifications and experience.

Shareholders are invited to approve the Remuneration Policy, which, if approved, will be binding on the Company. The Company will not be able to make a remuneration payment or payment for loss of office to a person who is, has been or is to be a Director unless that payment is consistent with the Remuneration Policy, or has been separately approved by a resolution of the shareholders.

If the Remuneration Policy is approved, it will take effect from the end of the AGM.

RESOLUTION 14

The auditors of a company must be re-appointed at each general meeting at which accounts are laid.

This Resolution seeks approval to re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company.

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RESOLUTION 15

Shareholders are being asked to authorise the Audit Committee to determine KPMG LLP's remuneration as auditors.

RESOLUTION 16

The Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The authority conferred on the Directors at the general meeting held on 31 March 2015, immediately prior to the Company's Initial Public Offering ("IPO"), under section 551 of the Companies Act 2006 to allot shares or grant rights to subscribe for, or convert any security into, shares in the share capital of the Company expires on the date of this AGM. Resolution 16 will, if passed, authorise the Directors to allot the Company's shares or grant rights to subscribe for, or convert any security into, shares in the Company up to a maximum nominal amount of £835,000. This amount represents 83,500,000 ordinary shares of 0.1pence and is equivalent to approximately 33% of the Company's existing issued ordinary share capital as at 1 March 2016, being the latest practicable date prior to publication of the Notice of AGM. The Company currently holds no shares in treasury.

In accordance with the guidelines issued by the Investment Association, Resolution 16 will, if passed, also allow the Directors to allot shares in the Company in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of £1,670,000, representing 167,000,000 ordinary shares of 0.1pence, equivalent to approximately 66% of the Company's existing issued share capital as at 1 March 2016. The amount of such authority in relation to any rights issue would be reduced by the nominal amount of any ordinary shares already issued in accordance with this Resolution, so that the Directors would not have power to allot in total pursuant to the authority granted by this Resolution shares representing more than 66% of the existing issued ordinary share capital.

This Resolution would give the Directors the maximum flexibility permitted by investor guidelines to respond to market developments, however the Directors have no present intention of exercising this authority. If they do exercise the authority, the

Directors intend to follow best practice as regards its use, as recommended by the Investment Association.

This authority will expire (unless previously renewed, varied or revoked) on the conclusion of the 2017 annual general meeting of the Company or on 30 June 2017, whichever is earlier.

This Resolution will, if passed, be in addition to the authority proposed under Resolution 17 in relation to the issue of Additional Tier 1 Securities, but in substitution for all existing authorities under section 551 of the Companies Act 2006.

RESOLUTION 17

This Resolution will, if passed, give the Directors authority to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company, in accordance with section 551 of the Companies Act 2006 up to an aggregate nominal amount of £501,000 in connection with the issue of Additional Tier 1 Securities ("AT1 Securities") which is, in aggregate, equivalent to approximately 20% of the issued ordinary share capital of the Company as at 1 March 2016 (being the latest practicable date prior to publication of this AGM Notice).

The Directors believe it is in the best interests of the Company to have the flexibility to issue AT1 Securities from time to time. Before deciding to use the authority sought in this Resolution, the Directors would take into account a number of factors including the specific regulatory requirements at the time, the efficiency of the Company's overall capital structure and the regulatory and market assessment of appropriate capital ratios as well as market conditions at the time and demand for the issue of AT1 Securities. However, the request for authority in this Resolution should not be taken as an indication that the Company will nor will not issue any or any given amount of, AT1 Securities.

This authority is in addition to the authority proposed in Resolution 16, which is the usual authority sought by companies on an annual basis in line with the guidance issued by the Investment Association.

The Company currently has no ordinary shares held in treasury.

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Special Resolutions

RESOLUTION 18

This Resolution will, if passed, give the Directors power to allot equity securities (as defined by section 560 of the Companies Act 2006), pursuant to the authority to allot granted by Resolution 16, or by the sale of ordinary shares held as treasury shares, in either case for cash without first offering them to existing shareholders in proportion to their existing holdings (a) in relation to pre-emptive offers (and associated offers to holders of other equity securities if required by the rights of those securities) or (b), up to a maximum nominal amount of £250,500 which represents 25,050,000 ordinary shares of 0.01 pence or approximately 10% of the Company's issued ordinary share capital as at 1 March 2016.

The Directors intend to adhere to the provisions in the Pre-emption Group's Statement of Principles, as updated in March 2015. In addition to restating the customary 5% limit on the issuance of shares for cash on a non pre-emptive basis, the 2015 Statement of Principles introduced greater flexibility for companies to undertake non pre-emptive issues for cash in connection with acquisitions and specified capital investments. This relaxation affords companies greater flexibility in financing expansion opportunities as and when they arise.

The 2015 Statement of Principles provides that a company may now seek power to issue on a non pre-emptive basis for cash in any one year shares representing:

(a) no more than 5% of the company's issued ordinary share capital; and
(b) no more than an additional 5% of the company's issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment.

Resolution 18 provides the Directors with this additional flexibility.

The Directors also confirm their intention to follow the provisions of the 2015 Statement of Principles regarding the cumulative usage of authorities within a rolling three year period. Those Principles provide that a company should not issue shares for cash

(other than to satisfy share scheme requirements) representing more than 7.5% of the company's issued ordinary share capital in any rolling three year period, other than to existing shareholders, without prior consultation with shareholders. This cumulative limit excludes any ordinary shares issued in connection with an acquisition or specified capital investment.

This authority will expire at the close of business on 30 June 2017 or, if earlier, at the conclusion of the next 2017 annual general meeting of the Company.

The Directors have no present intention to exercise this authority.

RESOLUTION 19

This Resolution proposes that the Directors be empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) up to a nominal amount of £501,000 in relation to the issue of AT1 Securities, wholly for cash, which is equivalent to 20% of the issued ordinary share capital of the Company as at 1 March 2016 (being the latest practicable date prior to publication of this Notice), as if section 561 of the Companies Act 2006, to the extent applicable, did not apply to any such allotment.

This Resolution would permit the Directors to allot equity securities pursuant to any proposal to issue AT1 Securities without the need to comply with the strict pre-emption requirements of the UK statutory regime thereby granting the flexibility necessary to manage its capital in the most efficient and economic way for the benefit of the shareholders as a whole.

The authority sought in this Resolution will be utilised as considered desirable to comply with or maintain compliance with regulatory capital requirements or targets applicable to the Company.

RESOLUTION 20

This Resolution replaces the authority given at the general meeting held on 31 March 2015, immediately prior to the Company's IPO, for the Company to make market purchases of its own ordinary shares as permitted by the Companies Act 2006. The terms of the authority are set out in this Resolution. Approval of this Resolution would enable the Company to purchase up to a maximum of 25,050,000 ordinary

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shares of 0.01 pence each in the capital of the Company (representing less than 10% of the issued ordinary share capital of the Company as at 1 March 2016, being the latest practicable date prior to publication of the Notice of AGM).

The price per ordinary share that the Company may pay is set at a minimum amount of the nominal value of each ordinary share and a maximum amount of the higher of: (i) 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day of purchase; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS).

The Directors have no present intention of making such purchases but consider it prudent to retain the ability to do so. The Directors will only exercise the authority if they believe that such exercise would result in an increase in earnings per share and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

Any ordinary shares purchased pursuant to the authority conferred by this Resolution may be cancelled or held by the Company as treasury shares, within the limits allowed by law. Such treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the Company's employee share schemes or otherwise disposed of by the Directors in accordance with the requirements of the relevant legislation and the authority relating to rights of pre-emption granted by the shareholders in a general meeting.

Such authority, if given, will expire (unless previously renewed, varied or revoked) at close of business on 30 June 2017 or, if earlier, on the conclusion of the annual general meeting of the Company next year.

During the nine months ended 31 December 2015, the Company made no market purchase of its own ordinary shares. As at 1 March 2016, no treasury shares were held by the Company.

The Company had options and awards outstanding over 2,757,296 ordinary shares, representing 1.1% of the Company's issued share capital, as at 1 March 2016. If the authority conferred by Resolution 20 were to be exercised in full, these outstanding options and awards would represent 1.2% of the issued share capital of the Company.

RESOLUTION 21

Under the Companies Act 2006, the notice period required for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Annual General Meetings must always be held on at least 21 clear days' notice.

This Resolution would, if passed, allow the Company flexibility to call general meetings, other than Annual general meetings, on not less than 14 clear days' notice. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed.

It is intended that the flexibility offered by this Resolution will only be used for time-sensitive, non-routine business and where merited in the interests of the shareholders as a whole. The Directors also note the recommendations of the UK Corporate Governance Code 2014 as regards notice for general meetings with which the Company would intend to comply.

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Notes to the Notice of AGM

1. Only those shareholders registered in the Company's register of shareholders at 6.00 p.m. on 7 June 2016 shall be entitled to attend and vote at the meeting and a shareholder may vote in respect of the number of ordinary shares registered in that shareholder's name at that time. Changes to the entries in the register of shareholders after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

2. Any member wishing to vote at the AGM without attending in person must appoint a proxy to do so. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A form of proxy which may be used to make such appointment and give proxy instructions for use at the AGM is enclosed. Appointing a proxy will not prevent a member from attending and voting in person at the AGM should he or she so wish, although votes cast by proxy will, in that circumstance, be superseded.

3. To be valid, a form of proxy, (together with any power of attorney or other authority under which it is signed, or a certified copy of such item), duly completed, signed or sealed (as appropriate) and dated must be returned to the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 10.00 a.m. on 7 June 2016.

4. The form of proxy must be executed by a shareholder or his or her attorney duly authorised in writing. In the case of a corporation, it must be executed either under seal, on its behalf, by a duly authorised officer or attorney of the corporation or in any other manner authorised by its constitution.

5. In the case of joint registered holders, the signature of one holder will be accepted and the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand on the register of shareholders of the Company in respect of the relevant joint holding.

6. Alternatively a shareholder may appoint a proxy or proxies electronically either via the website run by Equiniti at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number provided on the form of proxy or, if such shareholder is a CREST member, by using the procedure described in paragraph 7 below.

7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the purposes of the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by no later than 10.00 a.m. on 7 June 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of

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instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST personal members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. Any corporation which is a shareholder may appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that they do not exercise their powers differently in relation to the same shares. Any such representative should bring to the meeting written evidence of their appointment, such as a certified copy of a board resolution of, or a letter from the corporation concerned confirming the appointment.

2. Any person to whom the Notice of AGM is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may have a right, under an agreement between him or her and the shareholder by whom he or she was nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

3. The statements of the rights of shareholders in relation to the appointment of proxies in paragraphs 2 to 7 above do not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.

4. As at 1 March 2016, being the latest practicable date prior to the publication of the Notice of AGM, the Company's issued share capital consists of 250,500,000 ordinary shares of 0.01 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 1 March 2016, being the latest practicable date prior to the publication of the Notice of AGM, are 250,500,000.

5. Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

6. Any shareholder attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

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1. In accordance with section 311A of the Companies Act 2006, the contents of the Notice of AGM, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of the Notice of AGM are available to view and to download on the Company's website at https://investors.shawbrook.co.uk/.

2. The results of the voting at the AGM will be announced through a Regulatory Information Service and will appear on our website at https://investors.shawbrook.co.uk/ following the AGM on 9 June 2016.

3. Save as provided above, any communication with the Company in relation to the AGM, including in relation to proxies, should be sent to the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. No other means of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice of AGM or in any related documents (including the annual report and accounts for the year ended 31 December 2015, the form of proxy or the AGM Shareholder Admission Card) to communicate with the Company for any purposes other than those expressly stated.

4. A member wishing to attend and vote at the meeting in person should arrive prior to the time fixed for its commencement. Shareholders' attention is drawn to the following security and admissions arrangements for the AGM. The Company does not permit behaviour that may interfere with the security, safety and good order of the AGM, or with the security or safety of any other attendees of the AGM. Attendees of the AGM will be asked to pass through our security systems before entering the meeting and all bags may be checked. No cameras or recording equipment will be permitted at the AGM. All mobile phones and other electronic communication devices should be switched off during the AGM. Guests are not entitled to attend the AGM as of right, but may be permitted entry at the absolute discretion of the Company. Shareholders' co-operation with these arrangements is greatly appreciated. Proxies and corporate representatives should bring copies of the authority or power of attorney under which they have been appointed.

5. Members meeting the threshold requirements in sections 338 and 338A of the Companies Act 2006 have the right to require the Company (i) to give to members entitled to receive notice of the meeting notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or (as applicable) the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than the date which is six "clear" weeks before the meeting, and (in the case included in the business of a matter to be only) must be accompanied by a statement setting out the grounds for the request.

6. If you have any special needs or require wheelchair access to the AGM venue, please contact the Company Secretary at companysecretary@shawbrook.co.uk in advance of the meeting.

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Appendix 1

Biographies of the Directors seeking election

Robin Ashton

Independent Non-Executive Director

Appointed to the Board in March 2015

Appointed to the Board of Shawbrook Bank Limited in December 2011

Skills and experience: Robin has extensive experience of retail financial services in both the U.K. and internationally. He is a Chartered Accountant and holds a Bachelor of Arts (Hons) in Economics and Law from Durham University.

Former appointments: Robin spent 24 years at Provident Financial plc, joining the board in 1993 initially as Finance Director, then Deputy Chief Executive in 1999 and Chief Executive in 2001, leaving in early 2007. He was Non-Executive Chairman of the original holding company for what is now the Group's secured lending business, and was previously a Non-Executive Director of Albemarle & Bond Holdings plc.

Other current directorships: Robin has been a Non-Executive Director of Leeds Building Society since April 2011 and Chairman since March 2013. He is also currently a Non-Executive Director of Non-Standard Finance plc.

Committee membership:

• Audit
• Nomination
• Risk
• Remuneration

Iain Cornish

Non-Executive Chairman

Appointed to the Board in July 2015

Appointed to the Board of Shawbrook Bank Limited in July 2015

Skills and experience: Iain was a founding member of the PRA Board at its formation in 2013. He holds a degree in Business, Economics and Statistics from Southampton University.

Former appointments: Iain spent 19 years (between 1992 and 2011) at Yorkshire Building Society, including eight as Chief Executive Officer (between 2003 and 2011).

Other current directorships: Iain is currently senior independent director of both Arrow Global Group PLC and St James's Place plc.

Committee membership:

• Nomination (Chairman)
• Remuneration

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David Gagie
Independent Non-Executive Director

Appointed to the Board in January 2016

Appointed to the Board of Shawbrook Bank Limited in January 2016

Skills and experience: David has global experience in consumer lending, banking, credit card, payments and risk management. Whilst a Senior Advisor at the Financial Conduct Authority and member of the Payments Systems Regulator Executive he focused on regulatory conduct issues relating to retail banking, consumer credit and payments.

Former appointments: David was a Senior Advisor at the Financial Conduct Authority and a member of the Payments Systems Regulator Executive Committee. He was also an Advisory Board Director for ING Direct, Managing Director of Consumer Lending for Lloyds TSB, Chairman of MasterCard UK, and a director of Visa UK and of Link Ltd.

Other current directorships: David is a Non-Executive Director of Prize Ventures Ltd and of MWS Technologies Ltd. He is also a director of Populus Consulting Ltd.

Committee membership: None

Sally-Ann Hibberd
Independent Non-Executive Director

Appointed to the Board in November 2015

Appointed to the Board of Shawbrook Bank Limited in November 2015

Skills and experience: Sally-Ann brings a wealth of experience in financial services having held senior roles at Prudential, Lloyds TSB and Willis Group. Prior to becoming a Non-Executive Director she worked for Willis where she served in two separate roles over a 6 year period, firstly as Chief Operating Officer of the International division and latterly as Group Operations and Technology Director.

Former appointments: Prior to joining Willis, Sally-Ann was International Chief Operating Officer of Guy Carpenter for two years and held a number of senior executive roles at Lloyds TSB over a ten year period.

Other current directorships: Sally-Ann is currently a Non-Executive Director of NFU Mutual and sits on the Governing Body of Loughborough University.

Committee membership: None

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Stephen Johnson
Deputy Chief Executive Officer and Managing Director of Commercial Mortgages

Appointed to the Board in May 2015

Appointed to the Board of Shawbrook Bank Limited in May 2015

Skills and experience: Stephen has 14 years' experience in building specialist lending businesses, across commercial and consumer lending markets in the UK. He is qualified as a Chartered Accountant.

Former appointments: Stephen was part of the founding team of the Group and was also a founding member of the management team at Commercial First. Prior to this Stephen worked in corporate finance advisory.

Other current directorships: None

Committee membership:
- Executive Committee

Paul Lawrence
Independent Non-Executive Director

Appointed to the Board in August 2015

Appointed to the Board of Shawbrook Bank Limited in August 2015

Skills and experience: Paul was formerly Global Head of Group Internal Audit for HSBC.

Former appointments: During a 31 year career with the bank, Paul was CEO of HSBC Bank, North America, Head of Global Banking & Markets USA, CEO of HSBC Singapore, and CEO of HSBC Philippines.

Other current directorships: None

Committee membership:
- Audit
- Risk (Chairman)

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Roger Lovering
Independent Non-Executive Director

Appointed to the Board in March 2015

Appointed to the Board of Shawbrook Bank Limited in January 2013

Skills and experience: Roger has over 25 years of experience in the Consumer Finance industry, focussing on lending to individuals. Extensive knowledge of secure and unsecured lending, both on fixed and revolving term nature via Credit Cards. Roger is a member of ICAEW and has a degree in Accountancy and Financial Analysis from Warwick University.

Former appointments: Roger was Chief Executive Officer at Santander Cards UK Limited, Head of European cards at HSBC and Chief Operating Officer and Director at HFC Bank Limited.

Other current directorships: Roger is also a Director of Caswell Consultancy Limited, Logic Glue Limited and Amigo Loans Limited.

Committee membership:
- Audit (Chairman)
- Risk

Lindsey McMurray
Non-Executive Director

Appointed to the Board in April 2010

Appointed to the Board of Shawbrook Bank Limited in January 2011

Skills and experience: Lindsey has over 20 years of experience as a private equity investor with a particular focus on the financial services sector. She holds a first class honours degree in Accounting and Finance from Strathclyde University.

Former appointments: Prior to her time at Pollen Street Capital Lindsey was head of RBS Equity Finance where she led the management of the RBS Special Opportunities Funds, a £1.1 billion private equity fund. Prior to this she was at Cabot Square Capital, Ltd. for six years where she was a partner.

Other current directorships: Lindsey is managing partner of private equity fund manager Pollen Street Capital, an affiliate of the SOF General Partner (Guernsey) LP, the Company's major shareholder. Pollen Street Capital is an independent private equity manager that focuses on investing in high quality financial services businesses across Europe. She is also currently an executive director of Pollen Street Capital Limited and a director of Freedom Acquisitions Limited, Honeycomb Holdings Limited, Honeycomb Finance plc and Capitalflow Holdings Limited.

Committee membership: None

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Steve Pateman
Chief Executive Officer

Appointed to the Board in January 2016

Appointed to the Board of Shawbrook Bank Limited in January 2016

Skills and experience: Steve joined the Company from Santander UK, where he was Executive Director and Head of UK Banking, running the bank's Corporate, Commercial, Business and Retail Banking operations as well as Wealth Management. He joined Santander in 2008 with responsibility for building an SME franchise. He is a Fellow of the Chartered Institute of Bankers in Scotland.

Former appointments: Before joining Santander UK, Steve spent eight years at RBS, where he was Chief Executive Officer of Business Banking, Retail Markets and Managing Director of Commercial Banking and Corporate Banking, Corporate Markets.

Other current directorships: None

Committee membership:
- Executive Committee

Tom Wood
Chief Financial Officer

Appointed to the Board in March 2015

Appointed to the Board of Shawbrook Bank Limited in October 2012

Skills and experience: Tom has significant experience of banking and financial management. He is ACA qualified and holds a LLB (Hons) in International Law from Glasgow University. From May 2015 to December 2015, Tom acted as Interim Chief Executive Officer as well as Chief Financial Officer

Former appointments: Prior to joining the Shawbrook Group, Tom was the Finance Director of NBNK Investments plc and Group CFO of Skipton Group. He began his career in financial services with Barclays where he held a number of senior roles in finance, risk and corporate development. Subsequently he was Group CFO of Derbyshire Building Society playing a key role in its merger with Nationwide, and played a leading role in the restructure of Northern Rock in 2009.

Other current directorships: None

Committee membership:
- Executive Committee