Athora Netherlands N.V. Announces Final Results of Tender Offer

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ATHORA NETHERLANDS N.V. ANNOUNCES FINAL RESULTS OF TENDER OFFER

19 November 2024. Athora Netherlands N.V. (the "Offeror") announces today the results of its invitation made to holders of its outstanding EUR 300,000,000 Perpetual Restricted Tier 1 Notes (ISIN: XS1835946564) (the "Notes"), to tender such Notes for purchase by the Offeror for cash (the "Offer").

The Offer was announced on 11 November 2024 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 11 November 2024 (the "Tender Offer Memorandum") prepared by the Offeror. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 17:00 (CET) on 18 November 2024. The Offeror hereby announces that the aggregate nominal amount of the Notes validly accepted for purchase in accordance with the terms and subject to the conditions (including the New Financing Condition) set out in the Tender Offer Memorandum is EUR 240,520,000.

As the aggregate principal amount of the Notes validly tendered in and accepted for purchase pursuant to the Offer exceeds the 80 (eighty) per cent. threshold for the purposes of the Offeror’s redemption option (as further described in the Tender Offer Memorandum), the Offeror, once it satisfies the requirements of the terms and conditions of the Notes (the "Notes Conditions"), intends to exercise its redemption option “Clean-up Call” in respect of all of the Notes which were not validly tendered in and accepted for purchase pursuant to the Offer, notice in respect of which will be given pursuant to the Notes Conditions.

Payment of the Purchase Price and Accrued Interest in respect of the Notes accepted for purchase by the Offeror will occur on the Settlement Date for the Offer which is expected to be on 21 November 2024.

This press release is released by Athora Netherlands N.V. and contains information that qualifies as inside information for the purpose of Article 7(1) of the EU Market Abuse Regulation (Regulation 596/2014).