Notice is hereby given in accordance with section 978(1)(c)(ii) of the Companies Act 2006 that an increased and final cash offer (the "Final Offer") has been made by Marlin Bidco Limited ("Marlin Bidco"), an entity jointly owned by funds advised and/or managed by Pollen Street Capital Limited and funds advised by BC Partners LLP, to acquire all the issued and to be issued ordinary share capital of Shawbrook Group plc (not already directly or indirectly owned by Marlin Bidco or its concert parties). Under the Final Offer, Shawbrook Shareholders are entitled to receive 340 pence in cash for each Shawbrook Share (the “Final Offer Price”) plus the Announced Dividend.

The increased and final offer document, containing the terms of the Final Offer and the procedures for acceptance (the "Final Offer Document") was dated, published and posted to Shawbrook Shareholders on 5 June 2017.

Shawbrook Shareholders who have previously validly accepted the Offer (and have not withdrawn those acceptances) will automatically be deemed to have accepted the Final Offer by virtue of their prior acceptances and therefore need not take any further action. All Shawbrook Shareholders that accepted the Offer before the date of the Final Offer Document will receive the Final Offer Price in respect of their Shawbrook Shares.

The Final Offer Document may be inspected, and copies thereof may be obtained, during normal office hours at the offices of the Receiving Agent, Capita Asset Services, Corporate Actions, at The Registry, 34 Beckenham Road, Beckenham, BR3 4TU. The Final Offer Document may also be viewed on the offer website at http://www.bcpartners.com/news and http://pollencap.com.

This notice does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Final Offer or otherwise. The Final Offer is being made solely by the Final Offer Document and, in the case of Shawbrook Shareholders holding Shawbrook Shares in certificated form, the Form of Acceptance, which contain the full terms of the Final Offer. Shawbrook Shareholders should read the Final Offer Document and, in the case of Shawbrook Shareholders holding Shawbrook Shares in certificated form, the Form of Acceptance, as they contain important information. Shawbrook Shareholders who accept the Final Offer may rely only on the Final Offer Document, the Original Offer Document (as amended by the Final Offer Document) and, in the case of Shawbrook Shareholders holding Shawbrook Shares in certificated form, the Form of Acceptance, for all the terms of the Final Offer.

The Final Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, persons reading this notice or receiving copies of the Final Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this notice, the Final Offer Document, the Form of Acceptance and any accompanying document must not, directly or indirectly, mail or otherwise distribute or send them in, into or from a Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Final Offer. The availability of the Final Offer to Shawbrook Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for such persons, may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdictions.

Any Shawbrook Shareholder who is in any doubt as to what action he/she should take is recommended to seek his/her own personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if such person is taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if such person is in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser. The Final Offer is made in respect of all Shawbrook Shares (not already directly or indirectly owned by Marlin Bidco or its concert parties) issued and unconditionally allotted, including Shawbrook Shares held by persons to whom the Final Offer Document is not dispatched.

The Final Offer is, by means of this notice, being notified to all persons to whom the Final Offer Document may not be dispatched. Any such persons may obtain a copy of the Final Offer Document and the relevant Form of Acceptance by contacting the Receiving Agent, Capita Asset Services, Corporate Actions at The Registry, 34 Beckenham Road, Beckenham, BR3 4TU or by telephoning the Receiving Agent on 0371 664 0321 (or +44 (0) 37 1664 0300, if telephoning from outside the UK).

Terms defined in the Final Offer Document have the same meanings in this notice.

6 June 2017