YOUR AGREEMENT TO THE CONDITIONS AND TERMS OF USE FOR ACCESS

Accessing the Admission Particulars contained on this website from certain jurisdictions may be restricted by law and persons intending to access this website should inform themselves about, and observe, any such restrictions.

IT IS IMPORTANT THAT YOU REVIEW AND COMPLY WITH THE RELEVANT FOLLOWING COUNTRY/REGIONAL SPECIFIC REQUIREMENTS. They apply only to the extent that you are incorporated, resident or otherwise located in the country/region whose name appears as a heading to these requirements. IF YOU ARE NOT INCORPORATED, RESIDENT OR OTHERWISE LOCATED IN A COUNTRY/REGION NAMED BELOW OR A PROHIBITED COUNTRY, you must inform yourself about and observe any restrictions in relation to access to this website and receipt of the Admission Particulars contained on this website under all applicable law and regulation, as access thereto and receipt thereof is restricted strictly to eligible institutional investors in each jurisdiction.

United States

The Admission Particulars do not constitute, and should not be construed as, an offer of securities in the United States or any other jurisdiction where such offer would be unlawful, and are not for publication or distribution to persons in the United States (within the meaning of Regulation S under the United States Securities Act of 1933 (the “Securities Act”)). Any failure to comply with this restriction may constitute a violation of U.S. securities laws. The Admission Particulars are not an offer of securities for sale in the United States. Starling Group Holdings Limited (the “Issuer”) has not registered and does not intend to register any portion of the Notes referenced in the Admissions Particulars (the “Notes”) in the United States or to conduct a public offering of any securities in the United States. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. 

United Kingdom

The Admission Particulars are being distributed to and are directed only at persons in the United Kingdom having professional experience in matters relating to investments, falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the “Order”), and persons falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”). In the UK, the Admission Particulars must not be acted on or relied on by persons who are not relevant persons. In the UK, any investment or investment activity to which the documents on this website relates is available only to relevant persons and will be engaged in only with such persons. 

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”). Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any retail investor in the UK may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

Solely for the purposes of the manufacturers’ product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in the UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

EEA

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and, therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

IF YOU WANT TO ENTER THIS WEBSITE, YOU MUST INDICATE YOUR AGREEMENT TO THESE TERMS.

By clicking the “I AGREE” button below, you agree and represent that:

• If you are accessing this website, you are (i) outside the United States (within the meaning of Regulation S under the Securities Act) and (ii) not a U.S. person (within the meaning of Regulation S under the Securities Act) nor are you purchasing for the account or benefit of a U.S. person;

• If you are accessing this website from the United Kingdom, you are a relevant person; 

• If you are accessing this website from the United Kingdom or an EEA Member State, you are not a retail investor (as defined above);

• If you are accessing this website from outside the EEA, the United Kingdom and the United States, you are an eligible professional institutional investor that is qualified in the jurisdiction in which you are accessing this website to do so in accordance with applicable law;

• Irrespective of where you are resident or incorporated, you are an institution that is permitted within your home jurisdiction and in the jurisdiction in which you are accessing this website, under applicable law and regulation, to access and receive information of the kind contained in this website; and

• You acknowledge that the Issuer will rely on the truth and accuracy of the above representations, warranties, agreements, undertakings and confirmations.