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Liability Management Exercise


Please read carefully the following terms and conditions of access (the “Terms and Conditions”), which apply to all persons who view this page. The Terms and Conditions may be altered or updated at any time by West Bromwich Building Society (together with its affiliates, the “Society”) in its sole discretion. You should read them in full each time you visit the site. By accessing this site and the information contained herein, you make the representations, warranties, acknowledgements, agreements and undertakings set out below and agree to be bound by these Terms and Conditions. This site contains restricted information, and the materials and information herein must not be used for any purpose other than as described herein.

Notice to persons in the United StatesIf you are located or resident in the United States or its territories or possessions, you are not authorised to, and you must not, access this site. The securities referred to herein will be offered and issued only in offshore transactions in reliance upon Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”) and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States.

Restrictions on AccessThe liability management exercise referred to on this site (the “LME”) is available only to holders of the Society’s Profit Participating Deferred Shares (“PPDS”) and its Permanent Interest Bearing Shares (“PIBS”). The LME comprises exchange offers (the “Exchange Offers”) which are available only to Eligible Professional Investors (as defined below) and a tender offer (the “Tender Offer”) which is available only to Eligible Retail Investors (as defined below). The Exchange Offers involve the issue of complex financial instruments which are unlikely to be suitable or appropriate investment for retail investors, and the Exchange Offers are not available to retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the conduct of transactions such as the Exchange Offers and the Tender Offer and/or the offer or sale of securities such as those involved in the LME.

By accessing this website you represent and warrant to the Society that you are a holder of PPDS and/or PIBS and you are an Eligible Professional Investor or an Eligible Retail Investor. For these purposes:

1.      you are an Eligible Professional Investor if you are: (a) a person who, if you were receiving services in the course of a firm carrying on a regulated activity, would be a client who is either a ‘professional client’ or an ‘eligible counterparty’ under Directive 2014/65/EU (as amended, “MiFID II”); (b) a ‘qualified investor’ within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended; and (c) (if you are in the United Kingdom) an ‘investment professional’ for the purposes of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

2.      you are an “Eligible Retail Investor” if you are a person who, if you were receiving services in the course of a firm carrying on a regulated activity, would be a ‘retail client’ under MiFID II.

You further acknowledge, agree and undertake to be bound by the following:

MiFID II product governance: professionals, ECPs only / No PRIIPs KID / COBS 22.2 / restriction on marketing and sales to retail investors – the manufacturer’s target market for MIFID II product governance purposes is “eligible counterparties” and “professional clients” only (all distribution channels). No key information document (KID”) under Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) has been or will be prepared in connection with the LME or any securities referred to therein.  Sales of core capital deferred shares in breach of the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 and Chapter 22.2 of the Conduct of Business Sourcebook are strictly prohibited.

Before accessing this site, you also represent, warrant, acknowledge, agree and undertake with and to the Society that:

(a)                 the materials on this website are not directed at, and may not be viewed by or distributed to:

(i)                   persons located or resident in the United States, its possessions or territories (as defined in Regulation S under the Securities Act); or

(ii)                 persons in the United Kingdom except for persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended or (ii) are otherwise persons to whom the materials may be lawfully communicated; or

(iii)               (A) persons in the Republic of Italy; (B) persons in France except for (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors, other than individuals, acting for their own account; or (C) persons in Belgium except for qualified investors acting on their own account and provided that they do not qualify as a “consumer” within the meaning of the Belgian Code of 28 January 2013 on economic law; or

(iv)               any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction, including (without limitation) Japan, Australia, South Africa, Hong Kong, Singapore, Switzerland and Canada;

(b)                 the materials on this website do not constitute, and may not be used for the purpose of, an offer or invitation, or a solicitation of an offer or invitation, to the public in any jurisdiction or otherwise in or into or from, or to persons located or resident in, any jurisdiction where such offer, invitation or solicitation would not comply with all applicable laws and regulations;

(c)                 you are (i) not accessing this site from inside the United States and (ii) not acting on behalf of a person inside the United States;

(d)                 you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;

(e)                 you will not distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such materials and/or information can be lawfully distributed under all applicable laws; and

(f)                  you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 of the United Kingdom with respect to anything done by you in relation to the LME and any securities referred to on the website in, from or otherwise involving the United Kingdom.

Where you are acting as agent on behalf of a disclosed or undisclosed client, the foregoing representations, warranties, acknowledgement, agreements and undertakings will be given by and be binding upon both you and your underlying client.

The Society will rely upon the truth and accuracy of the representations, warranties, agreements and undertakings made by you hereunder and is entitled to rely upon the same and is irrevocably authorised to produce a copy of these Restrictions on Access to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Accessing the website will constitute your acceptance of these Restrictions on Access and your confirmation that the representations and warranties made by you pursuant to these Restrictions on Access are accurate.

Certain materials placed on this site contain legends, limitations, qualifications or other restrictions relating to the nature or use of such material. Any such legends, limitations, qualifications or restrictions continue to apply notwithstanding that the materials have been placed on the site.

No offer or solicitationThe information on the site is provided for information purposes only and is not, and is not intended to be construed as, an offer or an invitation or a solicitation of an offer or invitation to participate in the LME or to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for any securities under any circumstances.

No advice or recommendationThe contents of this site and the information incorporated herein is for information only and is not, and must not be construed as, legal, financial, accounting or tax advice. The Society expresses no view on the merits of, and makes no recommendation with respect to, the LME and or on any particular course of action. Each holder of PPDS and/or PIBS should consult its own accountant or legal, financial and/or tax advisers.

No liabilityWhilst the Society has taken reasonable steps to ensure that the information contained on the site is accurate as of the date stated, the Society excludes to the fullest extent permitted under applicable law any warranties, undertakings or representations that the information contained on the site is accurate, current or complete. The materials and information on this site speak only as at the date specified thereon. Save to the extent required by applicable law and regulation, the Society will not, and will not be under any obligation to, update the materials or information on this website at any time. To the fullest extent permitted by law, the Society shall not be liable to you or any third party for any direct, indirect, consequential or other losses or damages of any kind, or any damages whatsoever, or any other liability arising out of or in connection with the use of any information set forth on this site.

Use of Information and MaterialsThe materials and information placed on this site by the Society are being made available for information purposes only. You must use this site and the information thereon strictly and solely for your own use in accordance with the Terms and Conditions. None of the materials on this site or any information contained therein should be reproduced, forwarded or distributed, in whole or in part, in any manner whatsoever and is strictly prohibited.

Governing lawThese Terms and Conditions, the materials on this site and the transactions contemplated therein, and any non-contractual obligations arising out of or in connection with any of the foregoing, will be governed by, and construed in accordance with, the laws of the England. The English courts will have exclusive jurisdiction to settle any disputes which may arise in connection with the materials and information contained on this site, the transactions contemplated therein and these Terms and Conditions, including any non-contractual obligations arising out of or in connection with any of the foregoing.

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