Possible Offer

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "TAKEOVER Code") and there can be no certainty that an offer will be made NOR AS TO THE TERMS OF ANY OFFER

FOR IMMEDIATE RELEASE

29 July 2020

Hastings Group Holdings plc ("Hastings" or the "Company")

The Company notes the recent market speculation relating to Hastings.

The Company confirms that it has been approached by Sampo Oyj ("Sampo") and Rand Merchant Investment Holdings Limited ("RMI") (the "Consortium") regarding a possible cash offer for the issued and to be issued share capital of Hastings not already owned or controlled by the Consortium. Following this approach, Hastings has established an independent committee of the Board (the "Independent Committee"), comprising the full Board of Hastings excluding Herman Bosman, the RMI representative to consider this approach and possible cash offer. The Company is in discussions with the Consortium.

There can be no certainty that any firm offer will be made for the Company, nor as to the terms on which any offer might be made.

This announcement has been made without the agreement or approval of the Consortium.

In accordance with Rule 2.6(a) of the Takeover Code, the Consortium will have until 5.00pm on 26 August 2020, being 28 days after today's date, to either announce a firm intention to make an offer for Hastings in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for Hastings, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies. This deadline will only be extended with the consent of Hastings and the Takeover Panel in accordance with Rule 2.6(c) of the Takeover Code.

A further announcement will be made when appropriate.

For further information, please contact:

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Hastings confirms that it has in issue 661,484,630 ordinary shares of 2 pence each. The ISIN for the shares is GB00BYRJH519.

Further information

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Hastings and no‑one else in connection with the possible offer and will not be responsible to anyone other than Hastings for providing the protections afforded to its clients nor for providing advice in relation to the possible offer or any other matters referred to in this announcement.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the FCA, is acting exclusively for Hastings and no-one else in connection with the possible offer and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Fenchurch nor for providing the protections afforded to its clients nor for providing advice in relation to the possible offer or any other matters referred to in this announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hastings and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Hastings for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the United States Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal trader in Hastings securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement, oral statements made regarding the possible offer, and other information published by Hastings may contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Hastings about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected timing and scope of the possible. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Hastings believe that the expectations reflected in such forward-looking statements are reasonable, Hastings can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, including the factors described in the section entitled "Managing our risks" in Hastings's 2019 Annual Report. Such forward-looking statements should therefore be construed in the light of such factors. Neither Hastings, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA), Hastings is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available on Hastings's website at https://www.hastingsplc.com/ by no later than 12 noon (London time) on the business day following the date of this announcement. For the avoidance of doubt, the contents of the website are not incorporated into and do not form part of this announcement.