Bupa Finance plc £300m 2% Fixed Rate Note due 2024

Bupa Finance plc announces the pricing of its offering of £300,000,000 2.00 per cent. Fixed Rate Notes due 5 April 2024 guaranteed by The British United Provident Association Limited

31 March 2017

Bupa, the international health and care company, today announces that it has successfully launched and priced £300,000,000 fixed rate notes due 5 April 2024 (the "Notes") to be issued by its subsidiary, Bupa Finance plc. The Notes carry a coupon of 2.00 per cent and are expected to be rated Baa1 and A- by Moody's and Fitch respectively.

The Notes were priced at a spread over gilts of 133 basis points and have a maturity date of 5 April 2024. The transaction attracted strong demand from investors, with the final order book closing at over £970m.

Joy Linton, Chief Financial Officer said, "This senior bond enables us to enhance our strong liquidity position by terming out part of the short-term financing that we put in place to complete the acquisition of Oasis Dental Care. We are very pleased with the continued demonstration of support from our fixed income investor base in both of our latest debt issues. We remain focused on delivering great service and care for our customers and continuing to generate a strong and sustainable business performance."

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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