Publication of a Prospectus

Bupa Finance plc publishes a prospectus in relation to its £400,000,000 5.000 per cent. Fixed Rate Subordinated Notes due 2026

6 December 2016

Bupa Finance plc today announces that it has published a prospectus (the "Prospectus") in relation to its £400,000,000 5.000 per cent. Fixed Rate Subordinated Notes due 2026 (the "Notes").

The Prospectus has been approved by the UK Listing Authority and is now available for viewing. To view the full document, please paste the following URL into the address bar of your browser:

http://www.rns-pdf.londonstockexchange.com/rns/1154R_-2016-12-6.pdf

The Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

For further information, please contact:

Gareth Evans, Group Treasurer, +44 20 7656 2316

Mark Dalton, Deputy Group Treasurer, +44 20 7656 2370

DISCLAIMER - INTENDED ADDRESSEES

This publication does not constitute an offering of debt instruments, and is not for distribution in or into the United States. The Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the "Securities Act"), or any relevant securities laws of any state of the United States and, subject to certain exceptions, the Notes may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities Act. Notes in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in the preceding sentence have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder. There will be no public offering of the Notes in the United States.

Please note that the information contained in this announcement may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries.

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