Transaction in Own Shares

Paragon Banking Group PLC:

Transaction in own shares

6 December 2022

Paragon Banking Group PLC (the "Company") announces that, as part of a review of its ongoing capital management, a buy-back programme of up to £50.0 million for the 2023 financial year (the "Buy-Back Programme") has been authorised by the Company's Board.  The Buy-Back Programme will commence immediately and end no later than 8 May 2023, subject to market conditions.

The purpose of the Buy-Back Programme is to reduce the capital of the Company.

The Group was granted the general authority to undertake on-market share buy-backs, up to 24,800,000 ordinary shares, at the Company's AGM on 2 March 2022.  The Buy-Back Programme will be carried out under that authority.

The Group is entering into an arrangement with UBS AG London Branch to effect the Buy-Back Programme.  Any purchases made under the Buy-Back programme will be announced through the Regulatory News Service of the London Stock Exchange and the acquired shares will initially be held in treasury.  However, there is no guarantee that the Buy-Back Programme will be implemented in full or that any shares will be bought back by the Company.

The Buy-Back Programme will be effected in compliance with Market Abuse Regulation 596/2014 (as it forms part of UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (as amended)) ("UK MAR") and Chapter 12 of the Listing Rules.  However, given the low level of liquidity in the Company's shares, the Company will retain the ability to exceed the average daily volume restrictions established by the Commission Delegated Regulation 2016/1052/EU (as in force in the UK and as amended by the FCA's Technical Standards (Market Abuse Regulation) (EU Exit) Instrument 2019) and therefore the programme may not benefit from the 25% average daily volume safe harbour provisions of UK MAR.