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Offering Memorandum in relation to issue of £150 million Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

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Issuer LEI: 213800ZBKL9BHSL2K459

OSB GROUP PLC

(the “Company” or “Issuer”)

The Company announces today that the offering memorandum dated 5 October 2021 (the "Offering Memorandum") in relation to its issue of £150 million Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”) at 100 per cent issue price with an initial fixed interest rate of 6 per cent. per annum and reset dates on 7 April 2027 (the “First Reset Date”) and each date falling five, or an integral multiple of five, years after the First Reset Date, has been approved by the International Securities Market of the London Stock Exchange (the "ISM") and is available for viewing at www.osb.co.uk.

OSB GROUP PLC

Alastair Pate t: +44 0771 418 1864
Group Head of Investor Relations

Jens Bech
Group Commercial Director t: +44 0774 024 7473

Notes to Editors

About OSB GROUP PLC

OSB began trading as a bank on 1 February 2011 and was admitted to the main market of the London Stock Exchange in June 2014 (OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired Charter Court Financial Services Group plc (CCFS) and its subsidiary businesses. On 30 November 2020, OSB GROUP PLC became the listed entity and holding company for the OSB Group. OSB is a specialist lending and retail savings Group authorised by the Prudential Regulation Authority, part of the Bank of England, and regulated by the Financial Conduct Authority and Prudential Regulation Authority. The Group reports under two segments, OneSavings Bank and Charter Court Financial Services.

DISCLAIMER

The distribution of this stock exchange release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restrictions. This stock exchange release is not directed to, and is not intended for distribution to or use by, any person or entity in any jurisdiction where such distribution, publication or use would be contrary to law or regulation or which would require any registration within such jurisdiction. This stock exchange release shall not constitute an offer to sell or the solicitation of an offer to buy the Securities or any other securities, nor shall there be any offer, solicitation or sale of the Securities or any other securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

This stock exchange release is not for publication or distribution, directly or indirectly, in or into the United States and does not constitute an offer of securities for sale in the United States. The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. There will be no public offer of securities in the United States.

No prospectus has been or will be approved in the United Kingdom in respect of the Securities. This stock exchange release is directed only at (i) persons outside the United Kingdom (ii) "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Market Act 2000 (Financial Promotion) Order 2005 (the "Order") or b) falling within Article 49(2) (a) to (d) of the Order or (c) to whom it may otherwise be lawfully communicated (all such persons being referred to as "relevant persons"). Any investment activity to which this stock exchange release may relate is only available to, and any invitation, offer or agreement to engage in such investment activity will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this stock exchange release or any of its contents.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of:

(a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“EU MiFID II”); or

(b) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II.

Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK (as defined below). For these purposes, a retail investor means a person who is one (or more) of:

(a) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or

(c) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of EUWA (“UK MiFIR”).

Consequently, no key information document required by Regulation (EU) 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.


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