Final Result Tender Offer Fixed Rate Sub Notes2023

Bupa Finance plc announces final results of its Tender Offer

for its £500,000,000 5.00 per cent. Fixed Rate Subordinated Notes due 2023

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

22 September 2021. Bupa Finance plc (the Offeror) announces today the final results of its invitation to holders of its £500,000,000 5.00 per cent. Fixed Rate Subordinated Notes due 2023 (ISIN: XS0920221453) (the Notes) to tender their Notes for purchase by the Offeror for cash (the Offer).

The Offer was announced on 14 September 2021 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 14 September 2021 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 21 September 2021. As at the Expiration Deadline, £299,927,000 in aggregate nominal amount of Notes were validly tendered for purchase pursuant to the Offer.

The Offeror now announces that it has decided to set the Final Acceptance Amount at £250,000,000 in aggregate nominal amount of Notes. Accordingly, subject to the satisfaction or waiver of the New Issue Condition on or prior to the Settlement Date, it will accept for purchase Notes validly tendered in the Offer subject to pro rata scaling at a Scaling Factor of 83.8725 per cent., as further described in the Tender Offer Memorandum.

Pricing for the Offer took place at or around 12.00 p.m. (London time) today. A summary of the pricing for the Offer appears below:

Subject to the satisfaction or waiver of the New Issue Condition, the expected Settlement Date for the Offer is 24 September 2021. Following settlement of the Offer, £250,000,000 in aggregate nominal amount of the Notes will remain outstanding.

BNP Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group; Email: liability.management@bnpparibas.com); Citigroup Global Markets Limited (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com); HSBC Bank plc (Telephone: +44 20 7992 6237; Attention: Liability Management; Email: LM_EMEA@hsbc.com); and NatWest Markets Plc (Telephone: +44 20 7678 5222; Attention: Liability Management; Email: liabilitymanagement@natwestmarkets.com) are acting as Dealer Managers and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Harry Ringrose; Email: bupa@lucid-is.com) is acting as Tender Agent.

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Kathryn Tait, Deputy Company Secretary, Bupa Group.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.