I.P 114739 Jefe de Lab Orgánica

PRESENTATION OF INFORMATION General

Investors should only rely on the information in this Prospectus. No person has been authorised to give any information or to make any representations in connection with the Offer other than the information and representations contained in this Prospectus and, if any other information or representations is or are given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, the Prospective Non-executive Director, TSB Bank, the Parent, the Selling Shareholder or the Underwriters. No representation or warranty, express or implied, is made by any of the Underwriters or any selling agent as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by the Underwriters or any selling agent as to the past, present or future.

Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of FSMA and paragraph 3.4.1 of the Prospectus Rules, neither the delivery of this Prospectus nor any sale made under this Prospectus shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Company or of the TSB Group taken as a whole since the date hereof or that the information contained herein is correct as of any time subsequent to its date.

The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Offer or the TSB Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor that may affect the ability of prospective investors to make an informed assessment of the matters set out in section 87(A)(2) of the FSMA occurs prior to Admission or if this Prospectus contains any material mistake or inaccuracy. This Prospectus and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules. If a supplement to the Prospectus is published prior to Admission, investors shall have the right to withdraw their offers to purchase Ordinary Shares made prior to the publication of the supplement. Such withdrawal must be done within the time limits set out in the supplement (if any) (which shall not be shorter than two days after publication of the supplement).

The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase or proposed purchase of Offer Shares. In making an investment decision, each investor must rely on his or her own examination, analysis and enquiry of the Company and the terms of the Offer, including the merits and risks involved.

Each of Citigroup, Investec, J.P. Morgan Securities plc, NM Rothschild & Sons Limited, RBC and UBS is authorised and regulated by the Prudential Regulation Authority (the “PRA”) and regulated by the FCA and Numis is authorised and regulated by the FCA and each of the Underwriters is acting exclusively for the Parent, the Selling Shareholder and the Company and no one else in connection with the Offer. They will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Offer and will not be responsible to anyone other than the Parent, the Selling Shareholder and the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in this Prospectus. NM Rothschild & Sons Limited is acting exclusively for the TSB Board and no one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than the TSB Board for providing the protections afforded to its clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in this Prospectus.

The Underwriters and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Parent, the Selling Shareholder, the Company and TSB Bank for which they would have received customary fees.

In connection with the Offer, each of the Underwriters and any of their respective affiliates acting as an investor for its or his or her own account may retain, purchase, sell, offer to sell or otherwise deal for its or

his or her own account(s) in the Offer Shares, any other securities of the Company or other related investments in connection with the Offer or otherwise. Accordingly, references in this Prospectus to the Offer Shares being offered or otherwise dealt with should be read as including any offer to, or dealing by, the Underwriters and any of their respective affiliates acting as an investor for its or his or her own account(s). Such persons do not intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.

None of the Company, the Directors, the Prospective Non-executive Director, TSB Bank, the Parent, the Selling Shareholder or the Underwriters is making any representation to any offeree or purchaser of Ordinary Shares regarding the legality of an investment by such offeree or purchaser.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of the Underwriters accepts any responsibility or liability whatsoever for the contents of this Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the TSB Group, the Ordinary Shares or the Offer. The Underwriters accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any such statement.

No representation or warranty, express or implied, is made by the Underwriters as to the accuracy or completeness of information contained in this Prospectus, and nothing in this Prospectus is, or shall be relied upon as, a promise or representation by the Underwriters.

Prior to making any decision as to whether to purchase Offer Shares, prospective investors should read this Prospectus in its entirety and should not just rely on key information or information summarised within it. In making an investment decision, prospective investors must rely upon his or her own examination of the Company and the terms of this Prospectus, including the risks involved.

Investors who purchase Offer Shares in the Offer will be deemed to have acknowledged that: (i) they have not relied on any of the Underwriters or any person affiliated with any of them in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied on the information contained in this Prospectus, and no person has been authorised to give any information or to make any representation concerning the Company, TSB Group or the Ordinary Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Directors, the Prospective Non-executive Director, TSB Bank, the Parent, the Selling Shareholder or any of the Underwriters.

In connection with the Offer, J.P. Morgan Cazenove as Stabilising Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the- counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/ or stabilisation transactions conducted in relation to the Offer.

In connection with the Offer, the Stabilising Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent. of the total number of Offer Shares. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotments and/or from sales

commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange. Any Over- allotment Shares made available pursuant to the Over-allotment Option will rankpari passuin all respects with the Ordinary Shares, including for all dividends and other distributions declared, made or paid on the Ordinary Shares, will be purchased on the same terms and conditions as the Ordinary Shares being sold in the Offer and will form a single class for all purposes with the other Ordinary Shares.

Presentation of financial information and non-financial operating data

Historical financial information

The historical financial information in this Prospectus has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the UK Listing Rules and the International Financial Reporting Standards, as adopted by the European Union (“EU-IFRS”). The basis of preparation is further explained in Part XVI: “Historical Financial Information” and in Part XVII: “Condensed Combined Interim Financial Information (Unaudited)”. The historical financial information presented in this Prospectus consists of condensed combined interim financial information (unaudited) of the TSB Bank Group for the three months ended 31 March 2014 and audited combined financial information of the TSB Bank Group for the years ended 31 December 2013, 2012 and 2011.

Part XII:“Selected Financial and Other Information”and Part XIII:“Operating and Financial Review”present income statement data on the Management Basis, because the TSB Board believes that it better highlights the underlying performance of the business. In accordance with IFRS 8 “Operating Segments”, the Management Basis is used to present the performance of individual operating segments. Further analysis of the Management Basis is provided in note 4 to each of the HFI and the Unaudited Interim Financial Information.

Pro forma financial information

In this Prospectus, any reference to “pro forma” financial information is to information which has been extracted without material adjustment from the unaudited pro forma financial information contained in Part XVIII: “Unaudited Pro forma Financial Information”. The unaudited pro forma financial information contained in Part XVIII: “Unaudited Pro forma Financial Information” is based on the unaudited condensed consolidated interim financial information of TSB for the three months ended 31 March 2014. The unaudited pro forma financial information has been prepared to illustrate the effect of certain specified actions and events as if they had taken place or been incurred on 31 March 2014.

The unaudited pro forma financial information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the TSB Group’s actual financial performance or results. It may not, therefore, give a true picture of the TSB Group’s financial position or results nor is it indicative of the results that may or may not be expected to be achieved in the future.

Non-financial operating data

The non-financial operating data included in this Prospectus has been extracted without material adjustment from the management records of the TSB Group and is unaudited.

Currency presentation

Unless otherwise indicated, all references in this Prospectus to “sterling”, “pounds sterling”, “GBP”, “£” or “pence” are to the lawful currency of the United Kingdom. All references to the “Euro”, “euro” or “€” are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community (the “EC Treaty”), as amended. All references to “dollars”, “$” or “U.S.$” are to the lawful currency of the United States.

The Offer Price will be stated in pounds sterling.

The Company will prepare its financial statements in pounds sterling.

Unless otherwise indicated, the financial information contained in this Prospectus has been expressed in pounds sterling.

Roundings

Percentages and certain amounts in this Prospectus, including financial, statistical and operating information, have been rounded. As a result, the figures shown as totals may not be the precise sum of the figures that precede them.

Market, economic and industry data

Certain information in this Prospectus, in particular the information in Part VIII: “Market Overview”, has been sourced from third parties. The Company confirms that all third party information contained in this Prospectus has been accurately reproduced and, so far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading.

Where third party information has been used in this Prospectus, the source of such information has been identified.

Information on Overall UK Retail Banking Market

Where information on the overall financial performance of the UK retail banking market is presented in Part VIII of this Prospectus, that information has been determined on the basis of the aggregation of publicly available information on the financial performance of the retail banking divisions (or closest consistently available approximation) of the six largest retail banks and building societies in the UK, using published data from annual reports and other financial announcements. The financial performance information included in relation to retail banking divisions contains, in the case of some of the banks, limited financial information in relation to small business banking. This is referenced as “source: Annual Reports” throughout Part VIII. The TSB Board believes this analysis provides a reasonable approximation to the trends observed in the UK retail banking market.

This published data includes that taken from: Barclays UK Retail Banking (2004-2009), Barclays UK Retail & Business Banking (2010-2013), Barclaycard (2004-2013), HSBC UK PFS plus UK Commercial (2004-2007), HSBC UK Retail (2008-2012), RBS UK Retail (2004-2012), LTSB UK Retail (2004-2007), HBOS Retail (2004- 2007), Lloyds Banking Group Retail (2008-2013), Abbey National Retail (2004-2007), Alliance & Leicester Retail Banking (2004-2007), Santander UK Retail (2008-2013), Nationwide PFS (2004-2006), Nationwide Retail (2007-2013).

Several of the required financial metrics were not published for HSBC UK PFS and UK Commercial, and so to allow HSBC to be included in this analysis, some financial metrics have been estimated for 2004 – 2007 by applying a ratio from HSBC UK Retail in 2008. These metrics include Net Interest Income, Non-Interest Income, Operating Expense, Impairment, Customer Assets & Customer Liabilities and Impairment. In 2013, HSBC changed its financial reporting segments, and to allow HSBC 2013 to be included in the analysis, the financial metrics for HSBC have been estimated for 2013 by applying what the TSB Board believes to be an appropriate growth rate from HSBC UK Retail in 2012, based on the growth rate from 2012 to 2013 under the new segmentation. For Nationwide, a full-year figure has been estimated by multiplying the half-year values contained in the interim report covering six months from April to September 2013, by two. Metrics estimated in this way are: Net Interest Income, Non-Interest Income, Operating Expense, and Impairment.

The measure of profitability presented in Part VIII for these banks and building societies has been calculated as total income less operating expenses and impairments. It is presented on a pre-tax basis, and unless otherwise stated, excludes one-off charges (e.g. PPI conduct issues, and Transform and goodwill expenses incurred by Barclays in 2011 and 2013). Return on Capital has been calculated on a post-tax basis assuming a Common Equity Tier 1 Capital Ratio of 10 per cent.

PCA Market Share Information

Information presented in this Prospectus in relation to TSB’s share of the UK PCA market has been determined on the basis of a definition of “PCA” that was agreed by the European Commission, which definition excludes basic bank accounts.

Information regarding forward-looking statements

Certain information contained in this Prospectus, including any information as to TSB’s strategy, market position, plans or future financial or operating performance, constitutes “forward-looking statements”. All statements, other than statements of historical fact, are forward-looking statements. The words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intend”, “continue”, “budget”, “project”,

competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to: general economic and business conditions in the UK and internationally; inflation, deflation, interest rates and policies of the Bank of England, the European Central Bank and other G8 (Group of Eight) central banks; fluctuations in exchange rates, stock markets and currencies; the ability to access sufficient funding to meet TSB’s liquidity needs; changes to any future credit ratings for TSB or its securities; changing demographic developments, including mortality and changing customer behaviour, including consumer spending, saving and borrowing habits; changes in customer preferences; changes to borrower or counterparty credit quality; instability in the global financial markets, including Eurozone instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; technological changes; natural and other disasters, adverse weather and similar contingencies outside TSB’s control; inadequate or failed internal or external processes, people and systems; terrorist acts and