Arbuthnot Banking : Circular April 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (FSMA), who specialises in advising on the acquisition of shares and other securities.

If you have sold or otherwise transferred all of your Existing Shares, please immediately forward this document to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, the distribution of this document into jurisdictions other than the UK may be restricted by law and this document should not be mailed, distributed, forwarded to or transmitted in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations. If you have sold only part of your holding of Existing Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the Financial Conduct Authority. The London Stock Exchange has not itself examined or approved the contents of this document.

The AQSE Growth Market, which is operated by Aquis Stock Exchange Limited, a Recognised Investment Exchange, is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. It is not classified as a Regulated Market under applicable financial services law and AQSE Growth Market securities are not admitted to the Official List of the Financial Conduct Authority.

A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

The Ordinary Shares are admitted to trading on AIM and AQSE. Applications will be made for the New Ordinary Shares to be admitted to trading on AIM and AQSE. Subject to, amongst other things, the Resolutions being passed, it is expected that Admission to each of AIM and AQSE will become effective and dealings in the New Ordinary Shares will commence on AIM and AQSE on 5 May 2023. The New Ordinary Shares will, on Admission, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares by reference to a record date following Admission and will rank pari passu in all other respects with the existing Ordinary Shares.

This document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, the Act or otherwise. Accordingly, this document does not constitute a prospectus within the meaning of section 85 of the FSMA and has not been drawn up in accordance with the Prospectus Regulation Rules or approved by the FCA or any other competent authority.

Arbuthnot Banking Group plc

(Incorporated and registered in England and Wales with company number 01954085)

Placing of and Subscription for 1,297,297 New Ordinary Shares at 925 pence each

Related party transaction

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 9 to 12 of this document and which contains the Directors' unanimous recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

Notice of a General Meeting of the Company, to be held at the offices of Arbuthnot Banking Group plc at Arbuthnot House, 7 Wilson Street, London EC2M 2SN on 4 May 2023 at 11.00 a.m., is set out at the end of this document. You may vote your shares by proxy. To be effective this must be submitted at www.signalshares.com so as to have been received by the Company's Registrars, Link Group, not less than 48 hours (excluding weekends and public holidays) before the time appointed for the General Meeting or any adjournment of it. The Company is no longer sending paper forms of proxy to Shareholders unless specifically asked to do so. If you need help with voting online, or require a paper proxy form, please contact Link Group by email at shareholderenquiries@linkgroup.co.uk, or by telephone on 0371 664 0300. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Fundraising nor give any financial, legal or tax advice. Submission of a proxy vote will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

Grant Thornton UK LLP ("Grant Thornton"), which is authorised and regulated by the FCA, is acting as nominated adviser to the Company for the purposes of the AIM Rules and Corporate Adviser for the purposes of the AQSE Rules. Shore Capital & Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are members of the London Stock Exchange and are authorised and regulated by the FCA, are acting as financial adviser and broker to the Company in the United Kingdom for the purposes of the AIM Rules. Persons receiving this document should note that Grant Thornton and Shore Capital are acting exclusively for the Company and no one else and will not be responsible to anyone, other than the Company, for providing the protections afforded to customers of Grant Thornton and Shore Capital or for advising any other person on the transactions and arrangements described in this document. No representation or warranty, express or implied, is made by Grant Thornton or Shore Capital as to any of the contents of this document in connection with the Placing, or otherwise.

Shore Capital and Grant Thornton have not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Shore Capital or Grant Thornton or any of their respective officers, members, employees or agents for the accuracy of any information or opinions contained in this document or for the omission of any information. No representation or warranty, express or implied, is made by Shore Capital or Grant Thornton or any of their respective officers, members, employees or agents as to the accuracy, completeness or verification of the information set out in this document, and nothing contained in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Neither Shore Capital nor Grant Thornton, nor any of their respective officers, members, employees or agents assume any responsibility for its accuracy, completeness or verification and accordingly each disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. If you are in any doubt about the contents of this document you should consult your accountant, legal adviser or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go down as well as up.

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IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules or the AQSE Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons outside the United Kingdom into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities or other laws of any such jurisdiction.

Basis on which information is presented

In this document, any references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom.

References to defined terms

Certain terms used in this document are defined and explained at the section of this document under the heading "Definitions".

All times referred to in this document are, unless otherwise stated, references to London time.

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DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires: