Rights issue

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY PROVIDENT FINANCIAL PLC IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE PEOPLE'S REPUBLIC OF CHINA, THE REPUBLIC OF SOUTH AFRICA, THE RUSSIAN FEDERATION OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

The materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, People's Republic of China, Republic of South Africa, Russian Federation or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Territories").  Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, Japan, the People's Republic of China, the Republic of South Africa or the Russian Federation.  Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan, the People's Republic of China, the Republic of South Africa, the Russian Federation, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction.  There will be no public offer of securities in the United States.

The materials are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC) ("Qualified Investors").  In addition, in the United Kingdom, the materials are being distributed only to, and is directed only at, Qualified Investors who are persons who 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 (the "Order") or who are high net worth entities falling within Article 49(2)(a)‑(d) of the Order and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment or investment activity to which the materials relate is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.  These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan, the People's Republic of China, the Republic of South Africa, the Russian Federation or any jurisdiction in which such offers or sales are unlawful.  Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan, the People's Republic of China, the Republic of South Africa or the Russian Federation.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Rights Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares and determining appropriate distribution channels.

Confirmation of understanding and acceptance of disclaimer

I warrant that: (i) I am an ordinary shareholder of the Company as of this date; and (ii) I am not located in the United States and am not resident or located in Australia, Canada, Japan, People's Republic of China, Republic of South Africa, Russian Federation or any other jurisdiction where accessing these materials is unlawful, and I agree that I will not transmit or otherwise send any materials contained in this website to any person in the United States, Australia, Canada, Japan, People's Republic of China, Republic of South Africa, Russian Federation or any other territory where to do so would breach applicable local law or regulation.

I have read and understood the disclaimer set out above.  I understand that it may affect my rights and I agree to be bound by its terms.  I confirm that I am permitted to proceed to electronic versions of the materials.

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IMPORTANT INFORMATION

You have indicated that you are located in the United States.  These materials are not intended for, directed at or accessible by persons located in the United States.  However, a person located in the United States that is a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act of 1933, as amended can obtain Offering Materials by providing the Company with a signed U.S. investor letter, in the form available from the Company ("U.S. Investor Letter"). The form of the U.S. Investor Letter can be obtained from the Company by contacting Laura Boguslawski at:

Email: Laura.boguslawski@providentfinancial.com

Tel: 01274 351900