Declaration

Information on this website relates to the tender offer and consent solicitation (respectively, the “Tender Offer” and the “Consent Solicitation”, and together the “Offers”) made by Skipton Building Society (the “Society”) in respect of its £25,000,000 12⅞ per cent. Permanent Interest Bearing Shares (ISIN: GB0008194119) (the “12⅞ per cent. PIBS”). Access to the information and documents on this portion of the website is restricted for regulatory reasons. We request that you review the below Offer and Distribution restrictions and complete all fields below in order to access this information.

OFFER AND DISTRIBUTION RESTRICTIONS

Nothing in the Offer Memorandum relating to the Offers (the “Offer Memorandum”) or the any documentation on this website (the “Dataroom”) constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. Access to the Offer Memorandum and the Dataroom in certain jurisdictions may be restricted by law in accordance with the below Offer and Distribution Restrictions, and as further described in the Offer Memorandum. Persons seeking to access the Dataroom and/or the Offer Memorandum are required by each of the Society, Nomura International plc as dealer manager and solicitation agent with respect to the tender offer and the consent solicitation to Institutional Investors (as defined in the Offer Memorandum) only (the “Dealer Manager”), MUFG Corporate Markets (UK) Limited as receiving agent and tabulation agent (the “Receiving Agent”), D.F. King Ltd as retail information agent (the “Retail Information Agent”), MUFG Corporate Markets (UK) Limited as registrar (the “Registrar”) to inform themselves about, and to observe, any such restrictions. 

Notwithstanding the foregoing paragraph and the following offer and distribution restrictions set out below (the “Offer and Distribution Restrictions”), the Offer and Distribution Restrictions do not prevent any 12⅞ per cent. PIBS Holder from receiving the Notice of Meeting or exercising their right to vote on the Resolution. If you have not received the Notice of Meeting, please contact the Receiving Agent.

Holders of the 12⅞ per cent. PIBS who believe they are unable to participate in the Tender Offer due to the Offer and Distribution Restrictions are urged to contact the Receiving Agent (in the case of Retail Investors) or the Dealer Manager (in the case of Institutional Investors) as a matter of priority.

MUFG Corporate Markets (UK) Limited helpline number: +44 (0) 371 664 0321

United Kingdom
The Offer Memorandum has been issued by Skipton Building Society, which is authorised by the Prudential Regulation Authority (the “PRA”) of the United Kingdom and regulated by the FCA and the PRA. 
The communication of the Offer Memorandum and any other related materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”) (which includes an existing member of the Society and, therefore, includes the 12⅞ per cent. PIBS Holders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. The Offer Memorandum and any other documents or materials relating to the Offers are not being distributed to, and must not be passed on to, the general public in the United Kingdom.
The Society is acting solely and exclusively in the capacity of issuer of the 12⅞ per cent. PIBS in convening the Meeting and is not acting for or on behalf of 12⅞ per cent. PIBS Holders or any other person, and will not regard any person as its “client” in relation to the Tender Offer or the Consent Solicitation. Accordingly, the Society will not be responsible to any person for providing the sorts of protections afforded to persons who receive investment services or advice under the FSMA, Regulation (EU) No 600/2014 as it forms part of domestic law (“UK MiFIR”) by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), the FCA Handbook Product Intervention and Product Governance Sourcebook, Directive 2014/65/EU, as amended (“MiFID II”) or any other regulatory regime in a capacity as a client.

United States
The Offers are not being made, and will not be made to (or for the account or benefit of) U.S. Persons (as defined in Regulation S under the Securities Act) or directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 12⅞ per cent. PIBS may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by U.S. Persons or by persons located or resident in the United States as defined in Regulation S under the Securities Act. Accordingly, copies of the Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to U.S. Persons. Any purported tender of 12⅞ per cent. PIBS in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 12⅞ per cent. PIBS made by a U.S. Person or a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal that is giving instructions from within the United States will be invalid and will not be accepted.
As used herein, “United States” means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Each 12⅞ per cent. PIBS Holder participating in the Tender Offer will represent that it is not a U.S. Person, is not located or resident in the United States and is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not a U.S. Person and is not giving an order to participate in the Tender Offer from the United States. 
In addition, nothing in the Offer Memorandum or the transmission thereof constitutes or contemplates an offer of, or the offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The 12⅞ per cent. PIBS have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and the 12⅞ per cent. PIBS may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Offer Memorandum must not be distributed in or into the United States or to U.S. Persons (as defined in Regulation S under the Securities Act) in any circumstances.

Italy
The Offers are not being made, directly or indirectly, in the Republic of Italy. None of the Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. Accordingly, (i) neither the Offers, nor the Offer Memorandum or any other offering material relating to the Offers or the 12⅞ per cent. PIBS may be distributed or made available in the Republic of Italy and (ii) no marketing, promotional, informative or solicitation activity whatsoever can be performed in the Republic of Italy.

France
The Offer Memorandum and any documents or offering materials relating to the Offers may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). The Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium
The Offers are not being made, directly or indirectly, to the public in Belgium. Neither the Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Financial Services and Markets Authority) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time (the “Belgian Takeover Law”).
Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) “qualified investors” in the sense of Article 2(e) of the Prospectus Regulation, acting on their own account, and provided that they do not qualify as a “consumer” within the meaning of Article I.1 of the Belgian Code of Economic Law (as amended or replaced from time to time) or (ii) in any circumstances set out in in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General
The Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell 12⅞ per cent. PIBS (and tenders of 12⅞ per cent. PIBS in the Offers will not be accepted from 12⅞ per cent. PIBS Holders) in any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United States, each 12⅞ per cent. PIBS Holder participating in the Tender Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as further described in the Offer Memorandum.