Additional Tier 1 Securities

Close Brothers Group plc ("the group" or "Close Brothers") has successfully issued its inaugural Fixed Rate Resetting Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities in a £200 million transaction, which attracted £1.48 billion of interest from institutional investors and private banks in the UK, Europe, North America and Asia.

In line with the group's capital management framework and strategy, the transaction optimises our capital structure and provides further flexibility to grow the business. The issuance strengthened the group's Total capital ratio by c.200bps to 16.6% on a pro-forma basis as at 31 October 20231.

The securities carry a coupon of 11.125%, payable semi-annually on 29 May and 29 November of each year, commencing on 29 May 2024, and have a first reset date on 29 May 2029. The securities include, among other things, a conversion trigger of 7.0% Common Equity Tier 1 capital ratio and are callable any time in the six-month period prior to and including the first reset date or on each reset date occurring every 5 years thereafter.

The instrument has been assigned a Moody's Baa2 instrument rating. An application has been made for the Securities to be admitted to trading on the International Securities Market of the London Stock Exchange.

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Footnote

1 The group's Total capital ratio is presented on a transitional basis after the application of IFRS 9 transitional arrangements which allows banks to add back to their capital base a proportion of the IFRS 9 impairment charges during the transitional period. Without their application, the Total capital ratio would be 16.5% on a pro-forma basis as at 31 October 2023. The applicable Total capital ratio regulatory requirement, excluding any applicable PRA buffer, was 13.4% at 31 October 2023. The group's Total capital ratio is unaudited and includes unverified profits net of foreseeable dividend.

EU MiFID II professionals/ECPs only/No EEA PRIIPs KID

UK MiFIR professionals/ECPs only/No UK PRIIPs KID

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