Miscellaneous

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

CAPITALISED TERMS DEFINED IN THE SCHEME DOCUMENT HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

2 November 2020

Proposed introduction of OSB GROUP PLC (“New OSB”) as a new holding company of the OSB Group by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 and New OSB’s admission to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange

RESULTS OF VOTING AT THE OSB COURT MEETING AND OSB GENERAL MEETING

On 9 October 2020, OneSavings Bank plc (“OSB”) published a scheme document (the “Scheme Document”) relating to OSB’s proposed introduction of New OSB as a new holding company above the OSB Group by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).

OSB is pleased to announce that, at the meeting convened pursuant to an order of the Court (the “OSB Court Meeting”) and at the general meeting which took place immediately following the OSB Court Meeting (the “OSB General Meeting”) in relation to the Scheme, all resolutions were passed by the requisite majorities and accordingly the Scheme was approved.

OSB Court Meeting

The resolution to approve the Scheme was passed by a majority in number of Scheme Shareholders who voted, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders.

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder was entitled to one vote per Scheme Share held at the Voting Record Time:

Result of Court Meeting	Number of Scheme Shares voted	% of Scheme Shares voted	Number of Scheme Shareholders who voted	% of Scheme Shareholders who voted	Number of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the OSB Court Meeting*
Votes FOR the Scheme	353,574,797	99.998%	260	97.378%	79.229%
Votes AGAINST the Scheme	8,824	0.002%	7	2.622%	0.002%
Total	353,583,621	100%	267	100%	79.231%

*The total number of Scheme Shares in issue at the Voting Record Time 446,267,460.