REG - Sampo PLC - Tender Offer

Sampo OyjAnnouncement

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RNS Number : 3292Z  Sampo PLC  15 September 2025

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
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

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

15 September 2025. Sampo plc (the Offeror) announces today 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 are being 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, and is
subject to the offer restrictions set out below, as more fully described in
the Tender Offer Memorandum. For detailed terms of the Offers, please refer to
the Tender Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below.

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

A summary of certain of the terms of the Offers appears below:

 Priority of Acceptance  Notes       ISIN / Common Code        Outstanding Nominal Amount  First Reset Date  Rate of Interest ((1))      Maturity Date     Interpolated Mid-Swap Rate             Purchase Spread  Amount subject

to Offer
 1                       2052 Notes  XS2226645278 / 222664527  EUR 1,000,000,000           3 September 2032  2.50 per cent. fixed rate   3 September 2052  2052 Notes Interpolated Mid-Swap Rate  110 bps          Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount
                                                                                                                                                                                                                   of Notes such that the maximum amount payable for such Notes (including all
                                                                                                                                                                                                                   Accrued Interest Payments  in respect of such Notes) is expected to
                                                                                                                                                                                                                   approximately equal the net proceeds of the New Notes (as defined herein), and
                                                                                                                                                                                                                   which is to be announced as soon as reasonably practicable after the pricing
                                                                                                                                                                                                                   of the New Notes
 2                       2049 Notes  XS1995716211 / 199571621  EUR 500,000,000             23 May 2029       3.375 per cent. fixed rate  23 May 2049       2049 Notes Interpolated Mid-Swap Rate  105 bps
 (1)   The applicable Rate of Interest up to (and including) the relevant
 First Reset Date.

Rationale for the Offers

The purpose of the Offers and the planned issuance of the New Notes is,
amongst other things, to proactively manage the Offeror's expected redemption
profile. The Offers also provide Noteholders with the opportunity to sell
their current holdings in the Notes and to apply for preference in allocation
of the New Notes, as more fully described in the Tender Offer Memorandum.

The Offeror intends to cancel any Notes purchased pursuant to the Offers.

Purchase Prices and Accrued Interest

Subject to the satisfaction (or waiver) of the New Financing Condition on or
prior to the Settlement Date, in respect of each Series, for any Notes of the
relevant Series validly tendered and accepted for purchase by the Offeror
pursuant to the relevant Offer, the Offeror will pay a purchase price for such
Notes (each a Purchase Price) to be determined at or around 1.00 p.m. (CEST)
on 23 September 2025 (subject to the right of the Offeror to amend such time
and date and extend, re-open, amend and/or terminate either Offer, the Pricing
Time) in the manner described in the Tender Offer Memorandum by reference to
the sum (each such sum, a Purchase Yield) of (i) the relevant Interpolated
Mid-Swap Rate; and (ii) the relevant Purchase Spread specified in the table
above.

Each Purchase Price will be determined in accordance with market convention
and expressed as a percentage of the nominal amount of the relevant Notes
accepted for purchase pursuant to the relevant Offer (rounded to the nearest
0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to the First Reset Date for such Series on the Settlement Date
based on the relevant Purchase Yield. Specifically, each Purchase Price will
equal (a) the value of all remaining payments of principal and interest on the
relevant Notes up to and including the First Reset Date for such Series,
discounted to the Settlement Date at a discount rate equal to the relevant
Purchase Yield, minus (b) Accrued Interest for such Series.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the relevant Offer(s) on the Settlement
Date.

Consideration Amounts, Priority of Acceptance and Scaling

If the Offeror decides to accept any Notes for purchase pursuant to the
Offers, and subject to the satisfaction (or waiver) of the New Financing
Condition on or prior to the Settlement Date, the Offeror proposes to accept
for purchase an aggregate nominal amount of Notes pursuant to the Offers such
that the maximum amount payable by the Offeror for all such Notes accepted for
purchase pursuant to the Offers (including all Accrued Interest Payments in
respect of such Notes) is expected to approximately equal the net proceeds of
the New Notes to be issued (the Maximum Consideration Amount), and which the
Offeror will announce as soon as is reasonably practicable following pricing
of the New Notes, although the Offeror reserves the right, in its sole
discretion, to accept significantly less than such amount, or to accept none
of such Notes, for purchase pursuant to the Offers (the final amount so
allocated for the purchase of Notes pursuant to the Offers being the Aggregate
Consideration Amount).

The Offeror currently intends to accept any 2052 Notes validly tendered for
purchase pursuant to the relevant Offer in priority to any 2049 Notes validly
tendered for purchase pursuant to the relevant Offer, and accordingly does not
currently intend to accept any 2049 Notes for purchase pursuant to the
relevant Offer unless it has accepted all valid tenders of 2052 Notes for
purchase pursuant to the relevant Offer in full, with no pro rata scaling.

2052 Notes

If the total amount payable by the Offeror for all 2052 Notes validly tendered
for purchase pursuant to the relevant Offer (including Accrued Interest
Payments in respect of such 2052 Notes) would:

(a)           be less than or equal to the Aggregate Consideration
Amount, the Offeror intends to accept all such validly tendered 2052 Notes for
purchase in full, with no pro rata scaling; or

(b)           be greater than the Aggregate Consideration Amount,
the Offeror intends to accept an aggregate nominal amount of such 2052 Notes
for purchase on a pro rata basis such that the total amount payable by the
Offeror for all 2052 Notes validly tendered for purchase pursuant to the
relevant Offer (including Accrued Interest Payments in respect of such 2052
Notes) is no greater than the Aggregate Consideration Amount, and the Offeror
does not intend to accept any 2049 Notes.

2049 Notes

If the total amount payable by the Offeror for the 2052 Notes accepted for
purchase pursuant to the relevant Offer (including Accrued Interest Payments
in respect of such 2052 Notes) (such amount, the Final 2052 Notes
Consideration Amount) is less than the Aggregate Consideration Amount (the
difference between the Aggregate Consideration Amount and the Final 2052 Notes
Consideration Amount being the Final 2049 Notes Consideration Amount), the
Offeror intends to accept for purchase pursuant to the relevant Offer an
aggregate nominal amount of such 2049 Notes such that the total amount payable
by the Offeror for all such 2049 Notes accepted for purchase pursuant to the
relevant Offer (including all Accrued Interest Payments in respect of such
2049 Notes) is no greater than the Final 2049 Notes Consideration Amount.

Scaling

If the Offeror decides to accept any validly tendered Notes of a Series for
purchase pursuant to the relevant Offer and the aggregate nominal amount of
the Notes of such Series validly tendered for purchase is greater than the
relevant Series Acceptance Amount (as defined in the Tender Offer Memorandum),
the Offeror intends to accept (subject to satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) such Notes for
purchase on a pro rata basis such that the aggregate nominal amount of Notes
of such Series accepted for purchase pursuant to the relevant Offer is no
greater than such Series Acceptance Amount. See the Tender Offer Memorandum
for further information.

New Financing Condition

On 15 September 2025, the Offeror announced that it intends to issue a new
series of euro-denominated fixed rate reset perpetual restricted tier 1 notes
(the New Notes), subject to market conditions.

Whether the Offeror will purchase any Notes validly tendered in the relevant
Offer(s) is conditional, without limitation, on the successful completion (in
the sole determination of the Offeror) of the offering of the New Notes (the
New Financing Condition).

Even if the New Financing Condition is satisfied (or waived), the Offeror is
under no obligation to accept for purchase any Notes validly tendered pursuant
to either Offer. The acceptance by the Offeror of Notes validly tendered
pursuant to either Offer is at the sole discretion of the Offeror and tenders
may be rejected by the Offeror for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the preliminary prospectus dated on or
around the date hereof and prepared by the Offeror in connection with the
issue and listing of the New Notes (including any amendment or supplement
thereto, the Preliminary Prospectus), and no reliance is to be placed on any
representations other than those contained in the Preliminary Prospectus.
Nothing in this announcement or the Tender Offer Memorandum constitutes an
offer to sell or the solicitation of an offer to buy the New Notes in the
United States or any other jurisdiction.

For the avoidance of doubt, the ability to purchase any New Notes is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Preliminary Prospectus). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United
States.  Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act).  The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for the New Notes:

MiFID II and UK MiFIR professionals/ECPs-only/No PRIIPs or UK PRIIPs KID -
Manufacturer target market (MIFID II and UK MiFIR product governance) is
eligible counterparties and professional clients only (all distribution
channels). No PRIIPs or UK PRIIPs key information document (KID) has been
prepared as not available to retail in EEA or UK.

See the Preliminary Prospectus for further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

The final version of the version of the prospectus relating to the New Notes
will be available (once published) at www.sampo.com.

Allocation of the New Notes

The Offeror will, in connection with allocations of the New Notes, consider
among other factors whether or not the relevant investor seeking an allocation
of the New Notes has validly tendered or indicated a firm intention to tender
Notes pursuant to the relevant Offer(s), and, if so, the aggregate nominal
amount of Notes tendered or intended to be tendered by such investor. When
considering allocations of the New Notes, the Offeror intends to give
preference to those investors who, prior to such allocation, have tendered, or
indicated their intention to tender, Notes. However, the Offeror is not
obliged to allocate the New Notes to an investor which has validly tendered or
indicated a firm intention to tender the Notes pursuant to the relevant
Offer(s). Any allocation of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary new issue
allocation processes and procedures. In the event that a Noteholder validly
tenders Notes pursuant to the relevant Offer(s), such Notes will remain
subject to such tender and the conditions of the relevant Offer(s) as set out
in the Tender Offer Memorandum irrespective of whether that Noteholder
receives all, part or none of any allocation of New Notes for which it has
applied.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offers and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the relevant Offer(s) should therefore
provide, as soon as practicable and prior to the New Notes allocations, to any
Dealer Manager any indications of a firm intention to tender Notes for
purchase pursuant to the relevant Offer(s) and the quantum of Notes that it
intends to tender in order for this to be taken into account as part of the
New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to, the relevant Offer,
Noteholders must validly tender their Notes by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 5.00 p.m. (CEST) on 22 September 2025, unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described under "Amendment and Termination" in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of the relevant Series of no less than EUR 100,000, being the minimum
denomination of each Series, and may thereafter be submitted in integral
multiples of EUR 1,000.

A separate Tender Instruction must be completed on behalf of each beneficial
owner and in respect of each Series.

Expected timetable for the Offers

The anticipated timetable is summarised below. The times and dates below are
indicative only:

 Events                                                                           Times and Dates

                                                                                  (All times are CEST)
 Commencement of the Offers                                                       15 September 2025

 Offers announced. Tender Offer Memorandum available from the Tender Agent and
 the Offer Website.
 Announcement of the Maximum Consideration Amount                                 As soon as reasonably practicable following the pricing of the New Notes

                                                                                (which is expected to take place on 16 September 2025)
 Announcement of the Maximum Consideration Amount.
 Expiration Deadline                                                              5.00 p.m. on 22 September 2025

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Noteholders to be able to participate in the Offers.
 Announcement of Indicative Results
 Announcement by the Offeror of a non-binding indication of the approximate       Prior to the Pricing Time on 23 September 2025
 level at which it expects to set each Series Acceptance Amount and (if
 applicable) indicative details of any pro rata scaling that will be applied in
 the event that the Offeror decides to accept (subject to satisfaction (or
 waiver) of the New Financing Condition on or prior to the Settlement Date)
 valid tenders of Notes for purchase pursuant to the relevant Offer(s).
 Pricing Time
 Determination of each Interpolated Mid-Swap Rate, each Purchase Yield and each   At or around 1.00 p.m. on 23 September 2025
 Purchase Price.
 Announcement of Pricing and Final Results                                        As soon as reasonably practicable after the Pricing Time

 Announcement by the Offeror of whether it will accept (subject to satisfaction
 (or waiver) of the New Financing Condition on or prior to the Settlement Date)
 any valid tenders of Notes pursuant to either or both of the Offers and, if so
 accepted, the Aggregate Consideration Amount, each Series Acceptance Amount,
 each Interpolated Mid-Swap Rate, each Purchase Yield, each Purchase Price and
 (if applicable) details of any pro rata scaling that will be applied to either
 Series.
 Settlement Date                                                                  25 September 2025

 Subject to the satisfaction (or waiver) of the New Financing Condition,
 expected Settlement Date for the Offers.

 Payment of the relevant Purchase Price and Accrued Interest Payment in respect
 of Notes accepted for purchase pursuant to either Offer.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, waive any condition of and/or terminate either Offer (subject
to applicable law and as provided in the Tender Offer Memorandum).
Noteholders are advised to check with any bank, securities broker, clearing
system or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
an Offer before the deadlines specified in the Tender Offer Memorandum.  The
deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.

Noteholders are advised to check with any bank, securities broker, clearing
system or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
an Offer by the deadlines specified in the Tender Offer Memorandum.  The
deadlines set by any such intermediary and each Clearing System for the
submission and revocation of Tender Instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the relevant Informa IGM Screen Insider
service and by the issue of a press release to a Notifying News Service.
Copies of all such announcements, press releases and notices can also be
obtained upon request from the Tender Agent, the contact details for which are
on the last page of the Tender Offer Memorandum.  Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers.  In addition, Noteholders may
contact the Dealer Managers for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.

Dealer Managers and Tender Agent

BNP PARIBAS, Citigroup Global Markets Europe AG, Morgan Stanley & Co.
International plc and Nordea Bank Abp are acting as Dealer Managers for the
Offers and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be
directed to the Dealer Managers:

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).

Questions and requests for assistance in connection with the procedures for
participating in the Offers, including the delivery of Tender Instructions,
may be directed to the Tender Agent:

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

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers.  If any Noteholder is in any doubt as to the
contents of this announcement or the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial and legal advice,
including as to any tax consequences, from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the relevant Offer(s).
None of the Offeror, the Dealer Managers or the Tender Agent nor any of their
respective directors, officers, employees or affiliates makes any
recommendation as to whether Noteholders should tender Notes pursuant to the
relevant Offer(s).  None of the Offeror, the Dealer Managers or the Tender
Agent (or any of their respective directors, officers, employees or
affiliates) is providing Noteholders with any legal, business, tax or other
advice in this announcement. Noteholders should consult with their own
advisers as needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes for cash.

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.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
or an invitation to participate in the Offers in any jurisdiction in which, or
to any person to or from whom, it is unlawful to make such offer or invitation
or for there to be such participation under applicable securities laws. The
distribution of this announcement and/or the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum come(s) are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions. Nothing in
this announcement nor the Tender Offer Memorandum constitutes (i) an offer to
buy or a solicitation of an offer to sell the Notes (and tenders of Notes in
the relevant Offer(s) will not be accepted from any Noteholders) in any
circumstances in which such offer or solicitation is unlawful or (ii) an offer
to sell or a solicitation of an offer to buy the New Notes. In any
jurisdiction where the securities, blue sky or other laws require either Offer
to be made by a licensed broker or dealer and any of the Dealer Managers or
any of the Dealer Managers' respective affiliates is such a licensed broker or
dealer in such jurisdiction, such Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror
in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities and the minimum
denomination of the New Notes will be €100,000.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The Notes may not be tendered
in the Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Notes in the Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S of the Securities Act (each a U.S. Person)). Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.  The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
two paragraphs, United States means 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 and the District of Columbia.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made, and
such documents and/or materials have not been approved by, an authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom.  The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the Financial Promotion Order)) or persons who are within Article 43 of
the Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France).  This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offers have only been, and
shall only be, distributed in France to qualified investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the French Code
monétaire et financier and defined in Article 2(e) of Regulation (EU)
2017/1129.  Neither this announcement nor the Tender Offer Memorandum has
been nor will be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1, 2(o) of the Belgian Code of Economic Law, as amended
from time to time (a Belgian Consumer) and this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the Offers have not
been and shall not be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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