Sampo PLC - Final Results of Tender Offers

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 (the EUWA).

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 (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

SAMPO PLC ANNOUNCES FINAL RESULTS OF ITS TENDER OFFERS FOR ITS SUBORDINATED NOTES DUE 2052 AND 2049

23 September 2025. Sampo plc (the Offeror) announces today the final results of its separate invitations to holders of its outstanding (i) EUR 1,000,000,000 Fixed/Floating Subordinated Rate Dated Notes due September 2052 (ISIN: XS2226645278) (the 2052 Notes) and (ii) EUR 500,000,000 Fixed/Floating Rate Dated Subordinated Notes due 2049 (ISIN: XS1995716211) (the 2049 Notes and, together with the 2052 Notes, the Notes and each a Series) to tender such Notes for purchase by the Offeror for cash, in each case subject to the satisfaction (or waiver) of the New Financing Condition and the other conditions described in the Tender Offer Memorandum (each such invitation an Offer, and together, the Offers).

The Offers were announced on 15 September 2025 and were made on the terms and subject to the conditions contained in the tender offer memorandum dated 15 September 2025 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offers. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Expiration Deadline and Aggregate Consideration Amount

The Expiration Deadline for the Offers was 5.00 p.m. (CEST) on 22 September 2025.

As at the Expiration Deadline, the Offeror had received valid tenders for purchase pursuant to the relevant Offer of €432,764,000 in aggregate nominal amount of the 2052 Notes.

The Offeror confirms that the Aggregate Consideration Amount is €295,000,433.56. Therefore, the Offeror will not accept for purchase any valid tenders of 2049 Notes for purchase pursuant to the relevant Offer

2052 Notes

The Offeror will accept (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date), 2052 Notes validly tendered pursuant to the relevant Offer subject to pro rata scaling at a Scaling Factor of 72.92 per cent.

Pricing in respect of the Offer for the 2052 Notes took place at around 1.00 p.m. (CEST) today (the Pricing Time). The Offeror determined that the Purchase Price it will pay for the 2052 Notes validly tendered and accepted for purchase pursuant to the relevant Offer (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) will be 93.255 per cent. of the nominal amount of such 2052 Notes, based on a Settlement Date of 25 September 2025.

A summary of the final results of, and pricing for, the Offer for the 2052 Notes is set out below:

General

Subject to the satisfaction (or waiver) of the New Financing Condition, the Settlement Date in respect of the 2052 Notes accepted for purchase pursuant to the relevant Offer is expected to be 25 September 2025.

The Offeror will also pay (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date), an Accrued Interest Payment in respect of the 2052 Notes accepted for purchase pursuant to the relevant Offer.

BNP PARIBAS (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group; Email: liability.management@bnpparibas.com); Citigroup Global Markets Europe AG (Telephone: +44 20 7986 8969; Attention: Liability Management Group; Email: liabilitymanagement.europe@citi.com); Morgan Stanley & Co. International plc (Telephone: +44 20 7677 5040; Attention: Liability Management Team, Global Capital Markets; Email: liabilitymanagementeurope@morganstanley.com); and Nordea Bank Abp (Telephone: +45 6161 2996; Attention: Nordea Liability Management; Email: nordealiabilitymanagement@nordea.com).are acting as Dealer Managers for the Offers.

Kroll Issuer Services (Telephone: +44 20 7704 0880; Attention: Jacek Kusion; Email: sampo@is.kroll.com; Offer Website: https://deals.is.kroll.com/sampo) is acting as Tender Agent for the Offers.

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 Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Sami Taipalus, Head of Investor Relations at the Offeror.

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.