**Summary of OSB GROUP PLCs Cash Tender Offer**
**Announcement Date** 17 November 2025
**Issuer** OSB GROUP PLC (Offeror)
**Security Type** £150,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2391408072)
**Key Details of the Offer**
1. **Purpose** To provide liquidity to investors and proactively manage refinancing of the Securities, alongside issuing new Additional Tier 1 securities (New Securities).
2. **Purchase Price** 100.250% of the principal amount of Securities tendered, plus accrued interest.
3. **Offer Type** "Any and All" – all validly tendered Securities will be accepted if the New Issue Condition is met.
4. **New Issue Condition** Acceptance of tendered Securities is contingent on the successful issuance of the New Securities, unless waived by the Offeror.
5. **Expiration Deadline** 4:00 p.m. (London time) on 24 November 2025.
6. **Settlement Date** Expected on 27 November 2025, subject to conditions.
**New Securities Details**
Sterling-denominated Additional Tier 1 securities with a minimum denomination of £200,000.
Not offered or sold in the United States or to U.S. persons.
Allocation may prioritize Holders who tender existing Securities, subject to discretion and compliance with applicable laws.
**Restrictions and Compliance**
The Offer is not available to U.S. persons or in the United States.
Distribution restrictions apply in the UK, Italy, France, Belgium, and other jurisdictions.
Holders must comply with local securities laws and regulations.
**Dealer Managers** Goldman Sachs International, Lloyds Bank Corporate Markets plc, and Morgan Stanley & Co. International plc.
**Tender Agent** Kroll Issuer Services Limited.
**Important Notes**
Holders should consult the Tender Offer Memorandum for full details.
No recommendation is made by the Offeror, Dealer Managers, or Tender Agent regarding participation in the Offer.
Securities purchased will be cancelled and not reissued.
**Contact Information**
Dealer Managers: Goldman SachsLloyds BankMorgan Stanley (details provided).
Tender AgentKroll Issuer Services Limited (details provided).
This announcement contains inside information under UK MAR and must be read in conjunction with the Tender Offer Memorandum. Holders are advised to seek independent financial and legal advice.
