Sharesave 2017

We are pleased to invite you to join our NEW Non-Standard Finance Sharesave Scheme.

Sharesave is a new employee benefit that enables you to save money every month to buy Non-Standard Finance shares at a 20% discounted price.

We hope you will consider joining Sharesave. This simple brochure contains all the information that you will need, so please read on!

Share in any future success

Sharesave is an easy way to save money every month, straight from your pay.

You can save a fixed amount between £10 and £500 per month for 3 years.

After 3 years you can choose to buy Non-Standard Finance shares at a 20% discounted price that was set at the start of the plan.

Whether you are saving for a family holiday, house deposit or just for some extra financial security, Sharesave could help.

What is Sharesave?

Sharesave

1 Step 1 – You SaveYou can choose to save £10-£500 per month for 3 years. How much you save and how long you save for is your choice.

• Your savings are taken directly from your net pay; i.e. after Income Tax and National Insurance contributions.

• The first payment will be taken from your June 2017 pay.

• You cannot change your monthly savings amount, but you can;

withdraw your savings at any time and your money will be returned to you.

delay making up to six monthly payments. If you do, the end date of your plan (known as the Maturity Date) will be postponed by 1 month for each missed payment. If you miss more than 6 monthly payments, you will also lose the right to buy shares and savings will be returned to you.

How does Sharesave work?Sharesave can be explained in two simple steps, You Save, then You Choose.

Your savings will be held in a Sharesave Account set up for you with Bank of Scotland. Computershare handle all the administration of the Non-Standard Finance Sharesave Scheme and they will send you a statement each year showing how much money you have saved. You can find out more about Computershare here.

2 Step 2 – You Choose

Buy Non-Standard Finance shares at the 20% discounted price set at the start of the plan. This price is known as the Option Price.

• The Option Price is the 3 day average price of a Non-Standard Finance share after close of business on 11 May, with a 20% discount applied.

• Whatever happens to the Non-Standard Finance price in the next 3 years the Option Price will stay the same, even if the share price goes up.

• If the Non-Standard Finance share price does go up over the 3 year term, you can sell your shares and take the profit, or keep them and become a Non-Standard Finance shareholder.

How does Sharesave work?

Take back the money you’ve saved

If the Non-Standard Finance share price has gone down to below the Option Price during your savings term, you can simply withdraw all the money you have paid in. Remember – you can take your savings back at any point during the 3 years, but you will lose your right to purchase shares at the Option Price.

or

1. Type in the amount you want to save monthly:

Total 3 year saving: € Total share options available after 3 years:

2. Select a share price to see how much your shares could be worth after three years!

£0.60 £0.70 £0.80 £0.90

Share value at Potential gain Maturity after 3 years:

€ after 3 years:

€

CalculatorThe example below assumes an employee applies for a 3 year option with an option price of £0.5606.

£

OPTION PRICE (£)

Key Dates 2017

Option price set The 20% discount is applied to the

share price

11 May

Invitation opensYou will receive your

invitation with your User ID and details on how

to apply

12 May

Invitation closes

You must make your application by 5.00pm

on this date

31 May(5.00 p.m.)

First payment made

You make your first payment directly from your salary

June

Contract start date

Your first payment is added to your

Sharesave account

1 July

If you leave the Company due to...• disability,

• injury,

• retirement,

• redundancy, or

• the company or business for which you work is sold.

You will have the opportunity to buy shares in Non-Standard Finance to the value of your savings within 6 months of leaving. You may increase the number of shares you can buy by continuing to save during this 6 month period unless your Sharesave matures before the end of this 6 month period.

What happens if I leave?If you resign or are dismissedYou will lose the opportunity to buy shares in the Company. However, you can continue to make payments into your Sharesave account by standing order by making the appropriate arrangements with Computershare.

If you take maternity leave You can continue to make payments into your Sharesave account by standing order during maternity leave by making the appropriate arrangements with Computershare.

And what would happen if you died? Your personal representatives would have up to 12 months following your death to use the proceeds of your Sharesave account to buy Non-Standard Finance shares on behalf of your beneficiaries. Alternatively, your savings will be paid to your estate.

How do I join Sharesave?

If you forget your PIN, enter your User ID, click on ‘Forgotten PIN?’ and follow the instructions.

Alternatively, you can call the Computershare helpline to reset

your PIN or 0370 707 1147*

www.Computershare.com/NSF1. Enter your User ID (shown at the top of your invitation email) and

your PIN which has been set to your date of birth (DDMMYY)

2. On your initial login you will be required to change your PIN and set up security questions

3. Select the ‘apply’ link and follow the instructions

Once you have made your application, you will receive

a confirmation email to the email address on your Computershare account.

Please read the terms and conditions for participating in the Non-Standard Finance Sharesave Scheme 2017. They can also be found at www.computershare.com/NSF under ‘Plan Documentation’ or alternatively by calling the helpline on 0370 707 1147* to request a copy. You will be deemed to have read these documents and that you agree to all terms and conditions if you apply.

*Calls from a BT line will be charged at standard daytime and evening rates plus network charges. Lines are open from 08.30 - 17.30 Monday – Friday (excluding public holidays).

Frequently asked questionsYour SavingsCan I cancel my Sharesave scheme? Yes. You can cancel your Sharesave scheme online. Accessing the Computershare website www.computershare.com/NSF, you should click on the Sharesave Scheme ‘Transact’ link. Click on the ‘close’ link for the Sharesave scheme you want to close and then follow the instructions. If you have any questions call the Computershare helpline on 0370 707 1147. Your account closure details will be reported to Non-Standard Finance on a monthly basis.

What happens if I am unable to make a payment? If you find you are unable to make a payment, or if you miss a payment one month, don’t worry. Computershare Plan Managers will delay your Maturity Date (the date your savings contract comes to an end) by a month for each month missed to allow you to make the payment(s) up. The most you can miss is the equivalent of 6 monthly payments (these can be separate periods of one or more months or a single 6 month period). If you wish to miss any payments please contact NSF@computershare.co.uk

If you miss more than 6 monthly payments your option to purchase shares will lapse and Computershare will contact you about the return of your savings.

Why is there no interest or bonus paid on my Sharesave scheme? HM Revenue & Customs has reduced the bonus rate on all contracts to zero. Sharesave is still an easy way to save and you will always get back the money you have saved. There is also potential to benefit at the end of your chosen term if the share price has increased.

If you join SharesaveWhat will I receive once I have applied to join Sharesave?

You will receive an email from Computershare confirming that your application has been accepted. An email will be sent to you at the end of June 2017 advising that your option certificate will be available online, confirming the number of shares you will have the opportunity to buy on completion of your savings contract, together with the price of the shares and your Sharesave account number.

If you buy Non-Standard Finance sharesHow many shares can I buy? Once you have applied, you will be able to view your option certificate online. It will show your savings amount, the number of shares you can buy, when you can buy them and the fixed option price for each share.

How do I buy the shares? Computershare will contact you towards the end of your savings period and you won’t be rushed to make a decision – you’ll have 6 months to decide whether to buy the shares or not. When Computershare contact you they will clearly explain how you can make your choice.

Can I sell the shares I buy? Yes. You can keep them or sell them.

What happens if there’s a change in the company e.g. a take-over or re-organisation? The scheme rules protect your rights. If something like this happens, we’ll give you full details at the time.

Frequently asked questionsTax Will tax have to be paid on the shares?

There is normally no tax liability when you buy the shares. However, in the event of an exercise resulting from the Company being taken over or your employing company being sold within 3 years of the date of grant, you may have to pay Income Tax on any gain.

If you choose to buy shares at the end of Sharesave, you might receive dividends. Any dividends you receive might be taxable. The first £5,000 of dividend income in each tax year is income tax-free. Dividend income in excess of this amount is taxed at 7.5 per cent for basic-rate taxpayers, 32.5 per cent for higher-rate taxpayers and 38.1 per cent for additional-rate taxpayers. Capital Gains Tax might be payable if you decide to sell the shares – this will be dependent on the amount of your gain and your personal financial circumstances at the time. (In the current tax year, you are allowed to make a total gain of £11,100 before having to pay any Capital Gains Tax. This figure may be revised for the 2018/2019 tax year.)

Please note, this is our understanding of the current tax rules. This tax information is provided for information only and does not constitute personal, financial or tax advice. If you are unsure of your circumstances, please contact a professional financial advisor.

Does this booklet tell me everything I need to know about Non-Standard Finance Sharesave?This brochure is only a general guide to how Sharesave works. The scheme is governed by the Non-Standard Finance Sharesave Scheme rules and, in respect of your savings contract, a prospectus (a copy of which can be found online at www.computershare.com/NSF under ‘Company Info).

In the event of any conflict between this brochure, the Sharesave rules and any applicable legislation, the Sharesave rules and applicable legislation will take precedence.

Specific provisions in Sharesave mean that you waive any claim to compensation in respect of Sharesave when you leave employment.

No financial or investment advice is provided in this booklet. If you are in any doubt as to whether or not you should participate in Sharesave you should seek advice from your own independent financial adviser. The value of shares may go down as well as up.

Any questions?If you have any questions, please get in touch with our specialist team at Computershare.

Phone: 0370 707 1147*

Email: NSF@computershare.co.uk

*Calls from a BT line will be charged at standard daytime and evening rates plus network charges. Lines are open from 08.30 - 17.30 Monday - Friday (excluding public holidays).

About Computershare Plan ManagersThe Non-Standard Finance Sharesave Scheme is administered by Computershare Plan Managers. Computershare is an award-winning, global provider of share schemes with over 35 years’ experience in the industry.

You can find out more about them at www.computershare.com or by contacting them using any of the above methods.

Important Information

12CIKH D01

t

e