24 March 2026

LEI Number: 213800VFRMBRTSZ3SJ06

Chesnara plc (CSN.L)

("Chesnara" or "the Company")

DRIVING STRATEGIC CHANGE, BUILDING FUTURE CASHFLOWS.

Chesnara reports its 2025 full year results, demonstrating a period of transformational strategic delivery with two major acquisitions announced over the past 12 months. Performance was underpinned by disciplined operational delivery alongside the impact of exceptional capital markets activity undertaken during the year, with significant year‑on‑year growth across our key performance indicators. The Group's updated financial metrics are used for the first time in these results, to support clearer understanding of the Group's performance and to facilitate comparison with peers.

CASH:

o  Operating Capital Generation¹ (OCG) of £94m, up 19% (FY 2024: £79m)

o  Cash Remittances² of £58m, up 30% (FY 2024: £45m)

CAPITAL:

o  Solvency Coverage Ratio of 257%, up 54 percentage points (FY 2024: 203%)

o  Own Funds of £859m, up 34% (FY 2024: £643m)

VALUE:

o  Adjusted Operating Profit³ (AOP) of £56m, up 42% (FY 2024: £39m)

o  Assets under Administration⁴ (AUA) of £15bn, up 10% (FY 2024: £14bn)

MAJOR STRATEGIC MILESTONES ACHIEVED:

o  HSBC Life (UK) acquisition completed in January 2026, with the business rebranded as Chesnara Life, marking Chesnara's largest transaction and substantially increasing the scale of the Group.

o  Acquisition of Scottish Widows Europe SA announced in February 2026, adding ~€1.7bn of AUA and ~46,000 policies, and creating a foothold in Luxembourg for future European consolidation.

o  UK integrations, including Chesnara Life, progressing well.

o  Dutch entities successfully merged, simplifying our footprint.

o  Successful £140m equity raise with strong shareholder support.

o  £150m RT1 bond raise at an attractive coupon.

In line with the announcement made at the time of the HSBC Life (UK) acquisition, the Board is recommending a 6% increase in the final dividend to 14.80p per share. Total dividend for FY 2025 of 22.50p per share.

Commenting on the results and outlook, Steve Murray, Group CEO, said:

"The Group has delivered strong financial results alongside two material deals, the acquisition of HSBC Life (UK) Ltd which completed in January 2026 and the proposed acquisition of Scottish Widows Europe SA. These deals are expected to significantly increase the Group's scale and longer-term Operating Capital Generation potential.  And we continue to see further opportunities to grow, with a positive M&A pipeline and a great track record of disciplined execution."

A full year results presentation will be held at 9:30am on 24 March 2026 - participants can register here.

Further details on the financial results are as follows:

2025 FULL YEAR FINANCIAL AND STRATEGIC HIGHLIGHTS

STRONG FINANCIAL DELIVERY AND 6% INCREASE IN FINAL DIVIDEND

A comprehensive reconciliation of the Group's Alternative Performance Measures (APMs) to GAAP metrics is provided within the Additional Information section of the 2025 Annual Report and Accounts.

·       CASH: Growth in OCG driven by robust operating performance in each of our business units and capital optimisation actions in the UK and at Group Centre. Sustained growth in OCG across our business units has driven strong year-on-year growth in Cash Remittances from the business units to Group Centre.

·       CAPITAL: The Solvency Coverage Ratio of 257% is significantly higher than the upper-end of the Group's operating range. This provides ongoing capacity to pursue inorganic investment opportunities. The increase of 54 percentage points over 2025 was driven primarily by higher Own Funds from positive operating and economic variances and the impact of the Group's equity and debt issuances over 2025. The Group's solvency capital requirements benefited from the implementation of mass-lapse and foreign exchange hedging optimisation actions in the UK and the optimisation of foreign exchange hedging arrangements at Group Centre. On a proforma basis for the impacts of the recently completed Chesnara Life acquisition, we expect the Solvency Coverage Ratio to reduce to ~180%, still comfortably above our operating range; and we expect Own Funds to increase to ~£1bn.

·       VALUE: Strong operating performance in each of our business units has contributed to a 42% increase in AOP, with the insurance result benefiting from the merger and simplification synergies in the Netherlands.  The Group's AUA has also benefited from strong custodian inflows in Sweden and depreciation of GBP relative to the Swedish krona and the Euro. Post the completion of the Chesnara Life acquisition, on a proforma basis we expect the AUA of the Group to increase to ~£20bn.

MAJOR STRATEGIC MILESTONES ACHIEVED

It has been a transformational period for the Group. We announced two major transactions, the completion of significant migration and restructuring activity and capital optimisation initiatives including:

·       Completion of the acquisition of HSBC Life (UK), rebranded as Chesnara Life, in January 2026: Largest acquisition in Chesnara's history, announced in July 2025.  The deal was funded through a combination of internal resources and a fully underwritten £140m equity raise, with a total consideration of £247m. Integration activities began in 2025, and a Part VII transfer is expected in 2027. The deal is expected to add £5bn of AUA, and deliver £140m of Cash Generation over the first five years, transforming our scale in the UK.

·       Announcement of the proposed €110m acquisition of Scottish Widows Europe in February 2026: Expected to add €250m Cash Generation, €100m of which is in the first five years at a consideration of €110m. This deal continues our M&A momentum and marks our entry into Luxembourg, broadening continental European consolidation opportunities from a strong platform. Expected to complete around the end of 2026.

·       Other strategic actions in the year

o  Dutch merger completed, simplifying the organisation and creating efficiencies, with integration to complete in 2026.

o  Continued delivery of the UK platform transformation programme, with further migrations to SS&C completed.

o  Successful completion of Chesnara's RT1 bond debut issuance raising £150m at an attractive coupon, providing flexible financing capacity for future M&A.

o  £140m equity raise completed to fund the HSBC Life (UK) transaction, receiving strong shareholder support.

o  Admitted to the FTSE 250 in August 2025.

o  Ongoing delivery of sustainability commitments, including publication of the Group's first Climate Transition Plan in September 2025.

o  New business growth, driven by increasing demand for our UK onshore bond. Movestic also showed strong momentum, supported by expanded partnerships and a new distribution agreement in Norway.

o  We completed a number of capital management actions over the year. Key actions include: extension of our existing mass lapse reinsurance arrangements in the UK; introduction of a new FX hedge in the UK business; and renewal of the Group's FX hedge.

o  Updated our Financial Framework to simplify the investor story and align to peers.

DIVIDEND DETAILS

·       The recommended final dividend of 14.80p per share represents a 6% increase on the prior year and is expected to be paid on 20 May 2026.  The ordinary shares will be quoted ex-dividend on the London Stock Exchange as of 2 April 2026.  The record date for eligibility for payment will be 7 April 2026.

ANALYST AND INVESTOR PRESENTATION

·       A presentation for analysts and investors will be held at 09:30am GMT on 24^th March 2026 at the offices of RBC Capital Markets, 100 Bishopsgate, London, EC2N 4AA, which will be available to join online and subsequently be posted to the corporate website at www.chesnara.co.uk. To join the webcast, please register using the following link here.

·       Chesnara is also pleased to confirm that their management team will host a second live interactive presentation on the Engage Investor platform for retail investors, on 24^th March 2026, at 3:30pm GMT. Chesnara welcomes all current and interested retail investors to join and encourages investors to pre-submit questions. Investors can also submit questions at any time during the live presentation. Investors can sign up to Engage Investor at no cost and follow Chesnara from their personalised investor hub. Register interest in this event here.

Investor Enquiries

Sam Perowne

Head of Strategic Development & Investor Relations

Chesnara plc

E - sam.perowne@chesnara.co.uk

Media Enquiries

Misha Bayliss

Teneo

T - +44 20 7427 5465

E - chesnara@teneo.com

Notes to Editors

Chesnara plc (CSN.L) is a FTSE 250 European life, pensions and investment company with specialist expertise in consolidation. We now administer c1.4m policies across the Group's business units of Countrywide Assured and Chesnara Life (formerly HSBC Life (UK) Ltd) in the UK, Scildon in the Netherlands and Movestic in Sweden. Following a three-pillar strategy, Chesnara's primary responsibility is the efficient administration of its customers' life and savings policies, ensuring good customer outcomes and providing a secure and compliant environment to protect policyholder interests. It also adds value by writing focused, profitable new business in the UK, Sweden and the Netherlands and by undertaking value-adding acquisitions of either companies or portfolios. Consistent delivery of the Company strategy has enabled Chesnara to increase its dividend for 21 years in succession. Further details are available on the Company's website (www.chesnara.co.uk).

Notes

¹Operating Capital Generation (OCG): OCG measures the amount of Solvency II capital the Group generates from operational activities.

²Cash Remittances: Cash paid by our Business Units to the Group, primarily consisting of dividends.

³Adjusted Operating Profit (AOP): AOP is IFRS profit before tax adjusted for the impacts of economic volatility, amortisation and impairments of intangibles, finance and restructuring costs and other non-operating items which in the Directors' view should be excluded by their nature or incidence to enable a full understanding of financial performance.

⁴Assets Under Administration (AUA): AUA reflects the value of the financial assets that the business administers, as reported in the IFRS Consolidated Balance Sheet.

The Board approved this statement on 23 March 2026.

2025 FINANCIAL HIGHLIGHTS

OPERATING CAPITAL GENERATION (OCG)¹

£94M                              

2024: £79M

CASH REMITTANCES²

£58M                    

2024: £45M

SOLVENCY COVERAGE RATIO³

257%
31 December 2024: 203%

OWN FUNDS⁴  

£859M                            

31 December 2024: £643M

ADJUSTED OPERATING PROFIT (AOP)⁵ 

£56M                              

2024: £39M

ASSETS UNDER ADMINISTRATION (AuA)⁶

£15BN ^Δ

31 December 2024: £14BN∆

^Δ Includes impact of the second Canada Life portfolio acquisition, expected to Part VII and migrate during 2026

IFRS PROFIT BEFORE TAX    

£19M                              

2024: £21M

IFRS CAPITAL BASE⁷     

£694M                            

31 December 2024: £449M

NOTES

Note that these results include the impact of the Rights and RT1 issuances, but exclude the impact of Chesnara Life which completed in January 2026 and the recently announced Scottish Widows Europe SA acquisition.

Items 1 to 7 below are Alternative Performance Measures (APMs) used by the Group to supplement the required statutory disclosures under IFRS and Solvency II (SII), providing additional information to enhance the understanding of financial performance.  Further information on these APMs can be found throughout the Financial Review and in the APM appendix.

1.  Operating Capital Generation (OCG) measures the SII capital that the Group generates from operating activities.

2.  Cash Remittances represent cash paid by our business units to Group Centre, primarily consisting of dividends

3.  Solvency is a fundamental financial measure which is of paramount importance to investors and policyholders.  It represents the relationship between the value of the business as measured on a SII basis and the capital the business is required to hold - the SCR. Solvency can be reported as an absolute surplus value or as a ratio.

4.  Own Funds is defined as Eligible Own Funds under the SII regime.

5.  Adjusted Operating Profit is IFRS profit before tax adjusted for the impacts of economic volatility, amortisation and impairments of intangibles, finance and restructuring costs and other non-operating items which in the Director's view should be excluded by their nature or incidence to enable a full understanding of financial performance

6.  Assets Under Administration (AuA) represents the sum of all financial assets on the IFRS balance sheet.

7.  IFRS Capital Base is IFRS net equity plus the consolidated Contractual Service Margin (CSM) net of reinsurance and tax.

*In the UK, the final Prudential Regulation Authority (PRA) rules for Solvency UK became effective from 31 December 2024. The new regime has been referred to as 'Solvency II' throughout this report, in line with the name of the prudential regime in PRA policy material.

NOTE ON TERMINOLOGY

Following the completion of the acquisition of HSBC Life (UK) Limited in January 2026, the business was renamed Chesnara Life (UK) Limited, and is referred to as Chesnara Life from the Strategic Report onwards.

"The Group has delivered a strong set of financial results, completed a transformational acquisition and announced a second significant acquisition. This has supported a 6% step up in the proposed final dividend, a Total Shareholder Return of 43% for 2025 and reinforced our belief that the Group can deliver sustainable long-term growth."

LUKE SAVAGE, CHAIR

Increase in the final 2025 dividend by 6%

I am pleased to report that we are proposing that our shareholders will receive a final dividend of 14.80 pence per share, with the final dividend increasing by 6% on the prior year, supported by the acquisition of HSBC Life (UK), renamed as Chesnara Life following deal completion in January 2026. This increase reflects our confidence in the financial benefits of this acquisition and continues our impressive track record of continuous year-on-year dividend growth since listing over 20 years ago.

Financial Strength

Our proposed dividend is again underpinned by strong levels of Operating Capital Generation and the strengthening of our balance sheet in 2025, despite a continued backdrop of volatile geopolitical and macro-economic factors.

Each of our operating divisions contributed to the Group's Operating Capital Generation of £94m, an increase of 19% compared to the same period in 2024 and against a total dividend cost of £52m.

Our strong Solvency II Coverage Ratio of 257% remains significantly above our normal operating range of 140% - 160% following the successful capital raises during the year. The Group's diversified business model and our risk-based approach to financial management is fundamental to providing financial security to our customers. Our strong and resilient balance sheet continues to provide us with considerable strategic flexibility to invest in our businesses and pursue further M&A opportunities as they arise.

Operational Execution

Across the Group, our operating divisions have performed well in support of the Group's key strategic priorities.

We have completed a transformational acquisition in the UK, with Chesnara Life adding £5bn of Assets under Administration and expected to generate £140m Cash Generation over the next 5 years and £800m of lifetime Cash Generation. In July 2025 alongside the announcement of the proposed acquisition of HSBC Life (UK) acquisition, we raised £140m of equity capital through a Rights issue well supported by existing shareholders.  We also extended the Group's Revolving Credit Facility (RCF), increasing the facility to £150m and raised £150m from the issuance of an RT1 bond, positioning us to pursue further M&A opportunities and strategic activity. The Group has also entered the FTSE 250, a strategic milestone reflective of the achievements in 2025.

In February 2026, we announced the proposed acquisition of Scottish Widows Europe SA for €110m, at an attractive multiple of 64% of Eligible Own Funds as at 31 December 2024. The Acquisition, another significant achievement for the Group, is expected to deliver €250m of Cash Generation over the lifetime of the policies held in the Scottish Widows Europe SA portfolio, with €100m of this Cash Generation occurring in the first five years.

In the UK, Countrywide Assured continued to implement its Transition and Transformation programme (T&T), consolidating policy administration, finance, and investment processes onto a single platform managed by SS&C, its strategic outsource partner with four migrations now complete. Planning is also underway for the integration of Chesnara Life, following the completion in January 2026.

In the Netherlands, we completed the legal merger of the Scildon and Waard businesses, with planned further integration, significantly simplifying our operating model in the Netherlands. In addition, Scildon's pension business was transferred to Allianz, allowing us to focus on expanding the individual life insurance portfolio.

In Sweden, we delivered strong growth in our custodian business, supported by the development of new partnerships and continued diversification of our distribution model. Overall, new business sales momentum remains robust, driven by ongoing enhancements to our product range and the continued digitisation of our service offering.

It has been another year of significant delivery across the Group and as ever, I want to thank colleagues for their continued efforts and dedication.

Your Board

Throughout 2025, we maintained a strong focus on ensuring that the Group benefits from a diverse range of skills and expertise across our Boards, supporting effective governance and strategic decision-making.

Gail Tucker became an Independent Non-Executive Director in January 2025, chairing the Audit & Risk Committee and joining the Nomination & Governance Committee, following the departure of Jane Dale after completing her nine-year term. Gail brings with her decades of experience in the finance sector, further enhancing the Board's expertise and supporting robust financial oversight.

In May 2025, it was announced that after three successful years with Chesnara, Karin Bergstein stepped down as an Independent Non-Executive Director, and as a member of the Board, Nomination & Governance Committee, and Audit & Risk Committee. I would like to express my gratitude for her valuable contributions and support during this time and wish her every success in the future.

We welcomed Samantha (Sam) Tymms to the Board in June 2025. Sam brings extensive experience as a Non-Executive Director and advisor to global financial services businesses, adding significant capability and insight to our organisation.

In addition, Sam has substantial regulatory expertise, which will further strengthen our governance and support the Group's ongoing commitment to effective oversight and compliance.

Purpose

At Chesnara, we help to protect customers and their dependents by providing life, health, and disability cover and also provide savings and pensions solutions to meet the future financial needs of our customers.  These are very often customers that have come to us through acquisition, and we are committed to ensuring that they remain positively supported by us.

Maintaining our strong capital position and delivering strong and sustainable financial returns will always remain of key importance. It underpins our desire to offer compelling returns to our shareholders, to meet our debt investor coupon payments and importantly, to ensure our customers can be confident in the ongoing financial strength of our business.

We have always managed our business in a responsible way and have a strong sense of acting in a fair manner, giving full regard to the relative interests of all stakeholders.  With this in mind, sustainability is a key part of the strategy of the Group and we continue to balance our responsibilities across the 3Ps - Profit, People and Planet.  We are taking steps to further embed sustainability and the management of sustainability-related risks and opportunities into decision-making across the business.  A key element of our transition to become a sustainable Chesnara are our plans to decarbonise.  We published our first Climate Transition Plan in September 2025 which outlines the steps we are taking to become net zero by 2050.  Our Annual Sustainability Report and Climate Transition Plan (available on the Chesnara website) provides further details of our sustainability commitments, long-term ambitions and the activities underpinning our sustainability strategy.

Summary

Our 2025 financial results demonstrate that Chesnara's diversified business model continues to deliver strong Operating Capital Generation, sustained value growth, and positive returns for shareholders.

We have had a successful year for M&A, and the outlook continues to be positive, supported by a robust capital base and a clear ambition for growth. We are well positioned to pursue further value-accretive acquisitions.

Luke Savage,

Chair

23 March 2026

"The Group has again delivered strong financial results alongside two material deals. The acquisition of HSBC Life (UK) Ltd and the proposed acquisition of Scottish Widows Europe SA are expected to materially increase the Group's scale and longer term Operating Capital Generation potential."

STEVE MURRAY, CEO

2025 saw the Group take a number of material steps forward whilst remaining focused on driving delivery in our three areas of strategic focus, namely:

1.   ensuring good outcomes for customers and investors whilst running our in-force books efficiently and effectively;

2.   seeking out and delivering value-enhancing M&A opportunities; and

3.   writing focused, profitable new business where we are satisfied an appropriate return can be made.

We have again delivered strong full year financial results with Operating Capital Generation of £94m, and a continued strong Solvency Coverage Ratio of 257%. The acquisition of HSBC Life (UK), renamed as Chesnara Life following deal completion in January 2026, is the largest deal in our history and will transform the scale of our UK business. It is expected to add total lifetime Cash Generation of over £800m with the addition of the business meaning the Group now looks after c1.4m policies across the UK, Netherlands and Sweden with c£20bn of AuA. We also welcomed an additional 206 colleagues to Chesnara in January 2026. Our confidence in the long-term value that this acquisition will bring to the Group, alongside our strong financial results in 2025 has led to a proposed step up in the final dividend of 6% to 14.80p ^Δ per share.

To support the acquisition, we raised £140m (before costs) of capital through a strongly supported rights issue, followed by Chesnara joining the FTSE 250 for the first time on 18 August 2025, marking a major step since its 2004 listing. Post the rights issue, we secured £150m in Restricted Tier 1 debt at a pre tax coupon of 8.5%, replenishing the Group's central resources available for strategic development including acquisitions.

In February 2026, we announced the proposed acquisition of Scottish Widows Europe SA, a clear further demonstration of our ability to execute on our M&A strategy. The acquisition is expected to add €1.7bn of AuA, approximately 46,000 in-force policies and cash generation of €250m over the lifetime of the policies held in the Scottish Widows Europe SA portfolio, with €100m of this cash generation occurring in the first five years. It also marks our entry into Luxembourg, providing a new platform for in-market and wider European consolidation and expansion.

We are pleased that another major financial institution, Lloyds Banking Group, has chosen us to look after their policyholders. We look forward to welcoming Scottish Widows Europe SA policyholders and new colleagues to Chesnara with the completion of the acquisition expected around the end of 2026, subject to customary regulatory approvals.

The estimated pro-forma position of the Group post these acquisitions is over £1bn of Own Funds, which represents a near doubling over the last 5 years, post the payment of c£160m of dividends over the same period and includes capital raised of £490m.

The merger of our Dutch businesses this year also creates a more sustainable combined business, simplifying the Group's structure and providing efficiency and capital benefits.

Finally, we introduced new Alternative Performance Measures (APMs) which we believe should be simpler for investors to understand whilst also being more comparable with other listed peers. These metrics reduce the short term volatility that can arise from market movements and adopting APMs such as OCG that are more widely used across the industry. Tom introduces these measures in his report, including how they help stakeholders better understand the operating value drivers of the Group.

Operational delivery continues

We have seen positive progress across all areas of the Group.

The UK has continued to deliver on its Transition and Transformation (T&T) programme. It has so far delivered four successful migrations to our new operating platform managed by SS&C Technologies (SS&C) and is leveraging AI to potentially accelerate future migration timelines.  Extensive work has already been conducted on the planned migration of the HSBC Life (UK) Ltd business, now rebranded as Chesnara Life, onto our UK operating platform.  We expect this migration to be largely completed by the end of 2026.  We have confirmed that the Chesnara Life onshore bond will remain open for new business and we see further opportunities to expand our distribution partnerships in this space.  And on protection, we have already communicated to the market the close of this product area to new business.

In Sweden, the team expanded its custodian distribution network, partnering with a savings platform targeting digital-only wealth builders in early 2025. Following this, the division also announced a new partnership with a traditional life insurer, enhancing occupational pension offerings with life insurance solutions. And a new partnership has also been in established in Norway, for the distribution of life and health products in the Norwegian market. These collaborations will help diversify the Company's distribution channels.

As mentioned above, in the Netherlands, the team completed the legal merger of Scildon and Waard in July 2025 as part of plans to integrate our Dutch businesses. 2026 will see us progress with the next phase of work aligning IT systems, harmonising product portfolios, and streamlining organisation design and wider governance where appropriate to improve scale and efficiency and deliver synergies. Additionally, the disposal of Scildon's Defined Contribution pension portfolio led to its migration to Allianz Benelux, removing a product line that we felt was unlikely to generate an acceptable longer term return.

Each of our businesses continues to serve our customers well. In Sweden, enhancements to products and services have addressed the demand for tailored solutions, including the introduction of the 'Pension Lab', which empowers users to manage their pensions effectively. Scildon has continued to advance its digital capabilities with notable improvements to both customer and advisor portals. In the UK, further progress has been made on fair value commitments, and customer terms have been improved through initiatives such as the removal of exit charges.

Becoming a sustainable Chesnara

We continue to believe that becoming a more sustainable business and net zero group remains in the best longer-term interests of all of our stakeholders, including customers, staff, regulators, investors and the planet. Becoming sustainable is dependent on a number of external factors. However, the structures and processes we have put in place to embed sustainability into decision-making gives us the foundation to successfully manage the risks and opportunities that are presented by a changing world.   

The Group's first Climate Transition plan was published in September 2025, detailing the steps we will take to continue our journey to become a net zero group by 2050. Alongside this, we will continue to take steps to embed sustainability into decision-making across our business, guided by our principles:

Do no harm. Do good. Act now for later.

We have also published our Annual Sustainability Report and this is available, together with the Climate Transition Plan, on our website.  Our Annual Sustainability Report details our sustainability commitments, long-term ambitions and the activities underpinning our sustainability strategy.

We delivered on M&A and further management actions

Over the past twelve months, we have announced two significant acquisitions: Scottish Widows Europe SA announced in February 2026; and HSBC Life (UK) Ltd, now rebranded as Chesnara Life, announced in July 2025 and completed in January 2026.  In February 2026, Chesnara was recognised by the PLC Awards, receiving the coveted 'Transaction of the Year' award for the HSBC Life (UK) Ltd acquisition.

The proposed acquisition of Scottish Widows Europe SA marks another significant strategic milestone for Chesnara. As well as adding material future cash generation potential, this transaction expands our presence in Europe, broadening the opportunity set for future cross-border consolidation. This supports the Group's strategy of being a leading European life and pensions and investment company with specialist expertise in consolidation. The acquisition is testament to our disciplined approach to M&A, as we continue to identify opportunities that add genuine value for our customers and stakeholders.

Alongside our M&A achievements, we have continued to implement management actions to strengthen the Group's financial position, including mass-lapse reinsurance and foreign exchange hedging arrangements. These actions collectively enhance solvency resilience, reduce earnings volatility, and support long-term stability.

Growth in new business

Scildon's new Mortgage Lifestyle proposition has driven growth in New Business Contribution (NBC) throughout the year. Movestic delivered strong custodian inflows through its expanded distribution network. In the UK, continued sales of onshore bonds have maintained momentum, contributing to a Group New Business Contribution (NBC) for the year of £12m.  The addition of the Chesnara Life onshore bond capability should provide us with opportunities to increase the NBC going forward whilst ensuring the business we write continues to make an appropriate return.

People changes

Luke has highlighted some of the Chesnara Board level changes we have made this year. Alongside these Board developments, Al Lonie took up the role of Group Company Secretary at the start of 2025 having served as my Chief of Staff the previous year.  His previous Company Secretarial experience combined with his wider market experience will help ensure our plc governance remains strong and fit for purpose as we look to further scale the business.  Emma Dawe joined Chesnara in April 2025 as Group General Counsel reporting to me. Her arrival brings considerable legal and commercial expertise, especially on M&A, and further strengthens the Group's Senior Leadership Team and our wider internal M&A capabilities.

Gavin Hughes moved into the role of Group Chief Actuary at the end of 2025, reporting to Tom Howard, having previously been in the role of Group Chief Risk Officer. Following Gavin's move, we were pleased to welcome Niamh Carr from WTW as Interim Group Chief Risk Officer, ensuring strong continuity of risk leadership and further enhancing the Group's capability in managing risk across all business areas.  An open market search is well progressed for a permanent Group Chief Risk Officer.

As part of the merger of our Dutch business, we also confirmed that Pauline Derkman and Edwin Bekkering would continue as CEO and CFRO respectively for the enlarged business. Both have already done an impressive job delivering the first phase of the planned merger.

Also worthy of highlighting was Chesnara's position in the 2025 FTSE Women in Leadership review published in February 2026. Gathering data from FTSE 350 organisations and eligible private companies, this review aims to improve the representation of women on Boards and in senior leadership across the UK. In its fifth year of being published, it is the first year Chesnara has been included since entering the FTSE 250.  The report ranks Chesnara first in insurance, second overall in the FTSE 250 for women in leadership, and second across the FTSE as a whole, with 56.7 percent representation across our Executive Committee and their direct reports. This places us well ahead of the Review's voluntary target of 40 percent representation by the end of 2025.

Outlook

2025 has marked another year of unprecedented events and wider market volatility with shifting global trade dynamics and geopolitical developments. Currency movements, particularly the weakness of the US dollar against most European currencies, have also been a notable feature.

Against these conditions, Chesnara's business model continues to demonstrate its resilience and ability to generate cash across a wide range of market environments. We expect the addition of Chesnara Life and Scottish Widows Europe SA to further support this resilience and materially enhance the size of the Group and our longer term Operating Capital Generation potential. This underpins our confidence in the Group's financial strength and ability to deliver sustainable value for investors.

Looking into 2026 and beyond, we continue to see a very healthy pipeline of acquisition opportunities and remain positive about the outlook for further M&A. Our disciplined approach and strong capital position mean we are well placed to execute value-accretive transactions. 2025 was a transformative one for the Group and a year where our people have done a terrific job delivering across our key strategic initiatives. Going forward, we have increased confidence we can materially grow the group and deliver further value for our investors. 

Steve Murray,

Chief Executive Officer

23 March 2026

^Δ Dividend per share has been rebased to reflect the Rights Issue bonus factor of 1.15x applied to historical dividend per share metrics.

"2025 was a year of strong financial performance, delivered alongside significant strategic and operational milestones for the Group. Our continued momentum has driven growth in each of the metrics that underpin our updated financial framework, and we are confident in the Group's longer-term performance outlook"

TOM HOWARD, CFO

Overview

In 2025, the Group performed strongly across all of its financial framework performance metrics. The Group reported growth of 19% in Operating Capital Generation (OCG) and 42% in Adjusted Operating Profit (AOP).

The Solvency Coverage Ratio of 257% remains significantly above our operating range of 140% to 160% and we expect the balance sheet to remain strong and resilient following the completion of the Chesnara Life acquisition.

Following the announcement of the Scottish Widows Europe SA acquisition in February, we expect the pro forma Solvency Coverage Ratio to remain above the Group's operating range of 140%-160%. The Group's Leverage Ratio is also expected to remain below our longer-term ambition of 30% or less.

This combination of balance sheet strength and operating performance leaves the Group well positioned to invest in the business, pursue further accretive M&A opportunities and continue to provide an attractive regular dividend to our shareholders.

We have announced a 6% increase in the final dividend per share to 14.80p, the 21^st consecutive year that the Group has increased returns to shareholders.

Δ Dividend per share has been rebased to reflect the Rights Issue bonus factor of 1.15x applied to historical dividend per share metrics

Our Financial Framework

Our Financial Framework is designed to deliver long-term, sustainable growth in cash, capital and value. In reporting the performance of the Group against this framework, we use measures calculated in accordance with Generally Accepted Accounting Principles ('GAAP') alongside Alternative Performance Measures ('APMs') calculated on a non-GAAP basis.

To support the evolution of our financial framework, we have introduced the following APMs

Operating Capital Generation (OCG)

OCG is the Solvency II surplus generated from underlying operating performance across the Group. It provides a transparent measure of the Group's sustainable Solvency II Surplus Generation by looking through fluctuations from short-term market impacts and non-recurring costs associated with the Group's M&A strategy and long-term investments into the business units. OCG has replaced Cash Generation as the Group's primary measure of long-term Solvency II surplus generation.

Cash Remittances

Cash Remittances are the cash paid by the business units to Group Centre for the relevant reporting year. Over the long term, sustainable and increasing OCG will increase the solvency surplus within the Group's business units, supporting stronger levels of Cash Remittances to Group Centre. This will support the Group's working capital requirements, investment and M&A opportunities and capital returns to shareholders.

Adjusted Operating Profit (AOP)

AOP is a measure of the Group's IFRS performance using long term assumptions for the Group's investment and insurance portfolios. It is less exposed to short-term market volatility and so provides a more sustainable view of the Group's ongoing earnings profile. It also provides an underlying view of the Group's earning progression by omitting non-recurring items such as one-off costs associated with the Group's M&A strategy.

These APMs enhance our financial framework by:

·      providing enhanced disclosure of the Group's operational performance;

·      removing volatility from short-term market movements and exceptional items to show the underlying; sustainable performance of the Group; and

·      aligning more closely with the APMs used by our peer group.

Operating Results

OCG increased by 19% to £94m (FY24: £79m) driven by robust operating performance in each of our business units, and the impact of capital optimisation actions in the UK business and at Group Centre.

Cash Remittances from the Group's business units increased by 30% to £58m supported by the ongoing growth in OCG across the Group.

The Group remains strongly capitalised with a Solvency Coverage Ratio of 257%, an increase of 54 ppts (FY24: 203%).  This increase was driven primarily by higher Own Funds from positive operating and economic variances and the impact of the Group's equity and debt issuances over 2025. The Group's solvency capital requirements were positively impacted by the implementation of mass-lapse and foreign exchange hedging optimisation actions in the UK and foreign exchange hedging arrangements at Group Centre.

Adjusted Operating Profit (AOP) increased by 42% to £56m (FY24: £39m) primarily from robust operating experience within the Group's insurance-classified portfolios. When including non-operating items, such as investment variances and financing and restructuring costs, the Group's profit before tax moved from £21m to £19m remaining broadly consistent year on year.

Business Performance

UNITED KINGDOM

Own Funds increased by £10m (FY24: £29m) whilst the Solvency Capital Requirement (SCR) reduced by £6m (FY24: decrease of £5m), resulting in a Solvency Coverage Ratio of 155% (FY24: 182%). The growth in Own Funds arose from both positive economic and operating results on the in-force book, supported by the writing of profitable new business over the period. The extension of mass-lapse reinsurance arrangements to include the Canada Life portfolio (acquired in 2024) and the wider UK portfolio, along with the implementation of a foreign currency hedge supported the reduction in SCR. These actions contributed to an increased OCG result of £41m (FY24: £32m). The AOP of £19m was 55% higher than the prior-year (FY24: £11m) with robust operating performance partially offset by a lower insurance result from loss components within the IFRS17 result and an IFRS Profit Before tax result of £33m (FY24: £28m).The Solvency II surplus of £31m (FY24: £60m) remained comfortably above the UK's Board risk appetite level and Cash Remittances of £45m were 32% higher than the prior-year (FY24: £35m).

SWEDEN

Own Funds increased by £24m (FY24: increase of £15m) whilst SCR increased by £20m (FY24: increase of £5m), resulting in a Solvency Coverage Ratio of 146% (2024: 153%). Own Funds increased from positive equity market movements, dampened by the negative impact of the depreciation of the US dollar relative to the Swedish krona, particularly in the first half of the year. SCR also increased due to higher market risk requirements. The Swedish business unit held a Solvency II surplus of £37m (FY24: £40m) which is above its Board's risk appetite level with Cash Remittances of £6m to Group Centre (FY24: £4m) and OCG of £14m (FY24: £10m). AOP of £11m (FY24: £13m) arose primarily from the investment result contribution and an IFRS Profit Before Tax result of £5m (FY24: £10m) due to the actual investment return impact.

NETHERLANDS

Own Funds increased by £41m (FY24: £4m decrease) whilst SCR increased by £6m (FY24: £7m decrease), with a closing Solvency Coverage Ratio of 265% (2024: 237%). Own Funds and OCG of £36m (FY24: £30m) benefitted from the cost synergies arising from the merger of the two Dutch entities. The Netherlands business unit's Solvency II surplus of £89m (FY24: £75m) above its Board's risk appetite levels with Cash Remittances to Group Centre of £7m (FY24: £7m). Increased AOP of £23m, (FY24: £17m) benefited from lower loss component experience relative to FY24 following the sale of Scildon's group pension business, effective from September 2025, with an IFRS Profit Before Tax result of £33m (FY24: £5m) positively impacted by economic returns.

Note all Own Funds and SII Surplus numbers above are quoted pre-foreseeable Cash Remittances and the FY24 comparators for the Netherlands are the aggregated amounts of the reported results of Scildon and Waard on a pre-merger basis.

Cash & Capital

OPERATING CAPITAL GENERATION

OCG of £94m provides 1.8x coverage of the Group's dividend cost, reflecting the Group's ability to comfortably generate sufficient operational capital to meet ongoing dividend costs with strong contributions from each business unit.

Management actions are an important component of our strategy to maximise value from existing business and are included within the OCG measure. In 2025, the UK business unit implemented a currency hedge, to enhance capital efficiency relating to foreign exchange risk. The UK also extended existing mass-lapse reinsurance arrangements to include the most recent Canada Life portfolio acquisition and most recently the wider UK book. This will provide the Group with further capital relief against the risk of extreme lapse events. The Group has also renewed and rebalanced the Group's foreign exchange hedge, releasing capital and generating OCG of £9m.

CASH REMITTANCES

Cash Remittances represent the cash paid from the Group's business units to Chesnara Group Centre, with 2025 Cash Remittances of £58m (FY24: £45m). The increase is driven by a strong Cash Remittance from the UK following the execution of management actions.

SOLVENCY COVERAGE RATIO

The Group's Solvency Coverage ratio has increased following the debt and equity raises completed earlier in the year. The increase is also reflective of OCG of £94m (FY24: £79m), driven by a combination of several factors. These include: positive operational growth; cost savings efficiencies from the merger of the Group's operating entities in the Netherlands; and the execution of capital management actions within the UK business unit and at Group Centre.

OWN FUNDS

The Group's Own Funds have increased by £216m over the year largely due to the capital raises in the year as well as robust operating performance, offset with strategic expenditure, an increase in restrictions and shareholder dividends.

Value

ADJUSTED OPERATING PROFIT

Adjusted Operating Profit (AOP) of £56m (FY24: £39m) has been driven primarily by the expected investment return on shareholder assets. It was also impacted by the reversal of Scildon's Group pension loss component following the completion of its sale to Allianz during the year, effective from 30 September 2025. AOP removes the impact of investment variances and one-off project expenditure, such as M&A costs, to show a truer reflection of the Group's operating performance.

IFRS CAPITAL BASE

IFRS Capital Base increased by £245m over 2025 driven by the capital issuances completed in July 2025. This was supported by business performance with positive contributions from profitable new business activity and portfolio growth following the Part VII of the Canada Life protection portfolio.

LEVERAGE

Leverage* has reduced to 22% (FY24: 31%) following the Rights and RT1 issuances and positive business performance supporting the IFRS Capital Base. This remains well below the Group's long-term ambition of 30% or less.

AUA

The Group's AuA is now £15bn, which reflects strong custodian inflows in Sweden and depreciation of GBP relative to the Swedish krona and the Euro. On a pro-forma basis, AuA exceeds £20bn after allowing for the impact of the Chesnara Life acquisition as at 31 December 2025.

Shareholder Dividends

The Group's continued strong financial delivery alongside the completion of the Chesnara Life acquisition in January 2026 has supported the directors' decision to recommend a 6% increase in the final dividend to 14.80p ^Δ per share (2024 final rebased: 13.96p ^Δ per share). This will be the 21^st consecutive year that the Group has increased returns to shareholders.

Summary

The Group's continued focus on delivering its operational and strategic priorities has driven strong financial outcomes across all key metrics during the year.

The acquisition of Chesnara Life and Scottish Widows Europe SA are significant strategic milestones for Chesnara, significantly enhancing the long-term financial profile of the Group. In addition, the successful equity and debt issuances have strengthened the Group's balance sheet providing additional financial flexibility against the backdrop of an active and attractive market for further M&A opportunities.

On a pro-forma basis, we anticipate the acquisitions will satisfy the requirements of our capital allocation framework, with a pro-forma leverage ratio of c20% and a Solvency Coverage Ratio of c180% post Chesnara Life, as at 31 December 2025. The two recent transactions have added more than £1bn of future lifetime Cash Generation, and we are looking forward to integrating the businesses and delivering increased value for our investors.

Tom Howard,

Chief Financial Officer

24 March 2026

^* Leverage is presented in line with the Fitch basis of calculation. For further information, please see Alternative Performance Measures in the Additional Information section.

^Δ Dividend per share has been rebased to reflect the Rights Issue bonus factor of 1.15x app

BUSINESS REVIEW | UK

Countrywide Assured (CA) provides financial protection, ranging from pensions and savings to life cover and critical illness benefit. CA writes new business via its onshore bond proposition via third party platform links. and this market position is expected to be further strengthened through the acquisition of Chesnara Life in 2026.

-       Operating Capital Generation £41m (FY24: £32m)

-       Cash Remittances £45m (FY24: £35m)

-       Solvency Coverage Ratio (pre foreseeable Cash Remittance) 156% (FY24: 182%)

-       Solvency Coverage Ratio (post foreseeable Cash Remittance) 130% (FY24: 135%)

-       Own Funds £118m (FY24: £130m)

-       AuA £6bn (FY24: £6bn)

-       Adjusted Operating Profit £19m (FY24: £11m)

BUSINESS REVIEW | SWEDEN

Movestic is a life and pensions business which is open to new business. It offers personalised unit-linked pension and savings solutions, as well as life and health products, directly through brokers and it's direct channel. It also provides a custodian product via several private banks and is well regarded across all client segments.

-       Operating Capital Generation £14m (FY24: £10m)

-       Cash Remittances £6m (FY24: £4m)

-       Solvency Coverage Ratio (pre foreseeable Cash Remittance) 146% (FY24: 153%)

-       Solvency Coverage Ratio (post foreseeable Cash Remittance) 142% (FY24: 151%)

-       Own Funds £201m (FY24: £184m)

-       AuA £7bn (FY24: £5bn)

-       Adjusted Operating Profit £11m (FY24: £13m)

BUSINESS REVIEW | NETHERLANDS

Scildon is a Netherlands-based life insurance provider specialising in individual life and investment-linked products, focused on delivering long-term financial security to customers.

-       Operating Capital Generation £36m (FY24: £30m)

-       Cash Remittances £7m (FY24: £7m)

-       Solvency Coverage Ratio (Pre foreseeable Cash Remittance) 265% (FY24: Waard 350%, Scildon 205%)

-       Solvency Coverage Ratio (Post foreseeable Cash Remittance) 234% (FY24: Waard 324%, Scildon 205%)

-       Own Funds £232m (FY24: £222m)

-       AuA £3bn (FY24: £3bn)

-       Adjusted Operating Profit £23m (FY24: £17m)

FINANCIAL REVIEW | SOLVENCY II

The Group's Solvency Coverage Ratio of 257% is significantly above our operating range of 140% to 160%.

SOLVENCY COVERAGE RATIO

Group Solvency II surplus is £525m (2024: £327m) with a Solvency Coverage Ratio of 257% (2024: 203%) which includes the impact of the proposed final 2025 dividend of £34m and payment of the interim 2025 dividend of £18m.

The surplus increased by £198m, mainly driven by the growth in Own Funds, reflecting favourable economic conditions and positive operational performance variances, the dividend impacts noted above and funds raised as part of M&A activity (including the RT1 Bond and the rights issue). The SCR increased in 2025, mainly owing to an increase in market risk resulting from a year‑to‑date rise in equity markets, partly offset by capital management actions implemented in the UK.

OWN FUNDS

The numbers that follow present the divisional view of the solvency position which may differ to the position of the individual insurance company(ies) within the consolidated numbers. 

UK

The decrease in surplus to £9m (FY24: £15m) reflects lower Own Funds and the impact of Cash Remittances to Group.  Own funds, pre-Cash Remittance, increased (£9m), supported by new business and positive economic returns. The SCR reduced by £5m, including the impact of capital management initiatives such as mass lapse reinsurance and the implementation of a new foreign exchange hedge. 

SWEDEN

Movestic reported a surplus of £31m (FY24: £37m) which relates to a rise in Own Funds from positive equity markets, partly offset by the US dollar depreciation against the Swedish Krona, and increased SCR as a result of higher market risk requirements. The impact of exchange rate movements also resulted in an increase in both Own Funds and SCR on translation.

NETHERLANDS

*The FY24 comparator reflects the combination of the reported results of Waard and Scildon on a pre-merger basis and individual buffers (Waard 35% and Scildon 75%).

Scildon reported surplus of £59m, reflecting growth in Own Funds as well as an increase in SCR. The rise in Own Funds includes the positive impacts of synergies resulting from the merger of the Dutch business units and economic returns, offsetting adverse mortality experience. The rise in SCR includes the impact of market conditions as well as some one-off restructuring activities.

FINANCIAL REVIEW | SOLVENCY II SENSITIVITIES

The table that follows provides some insight into the immediate impact of certain sensitivities on the Group's Solvency Coverage Ratio and Solvency Surplus on a pre-Chesnara Life basis.

Foreign exchange:

Appreciation of sterling relative to our overseas currencies reduces the value of overseas surplus with partial mitigation from the Group currency hedge.

Equity stresses:

Lower equity valuations reduce the Group's AuA. In turn, this decreases the value of Own Funds and the associated SCR as the value of the funds exposed to market risk reduce. The SCR reduction includes the impact of the Solvency II Symmetric Adjustment, and results in an increase in the Solvency Coverage Ratio.

Interest rates:

An interest rate rise reduces both the assets and liabilities, with the liabilities reducing more than the assets as the assets have a shorter duration than the liabilities. Conversely, an interest rate fall increases both the assets and liabilities, with the liabilities increasing more than the assets.

Credit spreads:

Higher spreads reduce surplus as the rise in spreads decreases the value of Own Funds.

Swap rates:

A reduction in the swap discount rate profile reduces the Group's surplus by increasing the time-value of the projected future liabilities associated with the in-force book.

Mass lapse:

A 10% mass-lapse event drives an immediate reduction in the Group's projection of future surpluses, largely offset by the reduction in the associated SCR.

Inflation:

A permanent increase in inflation for all future years increases the Group's future expense profile, reducing Own Funds and surplus.

Mortality rates:

A 5% increase in mortality rates across the Group will reduce the future surplus projections from the in-force book, leading to lower Own Funds and a reduction in Group's surplus.

FINANCIAL REVIEW | OCG

FY25: £94M
FY24: £79M

(i)    Operating Capital Generation by Business Unit

Operating Capital Generation for the year of £94m was driven by expected investment returns of £50m (from non‑linked and shareholder assets), positive operating variances and management actions of £51m, operating assumption changes of £(14)m, and £5m relating to smaller contributions from other operating components. Non-operating capital generation included the RT1 and rights issue.

(ii)   Solvency II surplus movement for the year ended 31 December 2025

(iii)  Solvency II surplus movement for the year ended 31 December 2024

FINANCIAL REVIEW | IFRS INCOME STATEMENT

ADJUSTED OPERATING PROFIT £56M
FY24: £39M

(iv)  Reconciliation of IFRS Profit before tax to Adjusted Operating Profit for the year ended 31 December 2025

Adjusted Operating Profit was £56m (2024: £39m), driven primarily by robust operating performance in the UK and Netherlands. The Netherlands benefited from merger synergies and the sale of the collective pension book to Allianz, positively impacting the annual CSM release whilst the UK experienced positive economics reflecting greater returns as a result of lower yields in comparison to the prior year.

The Profit Before Tax (PBT) of £19m was adjusted to reflect the following items: £40m for integration and restructuring costs, including those associated with the Chesnara Life acquisition and M&A activities; £(26)m attributable to policyholder tax; £11m in central finance costs; £6m from short-term volatility; and £6m related to impairment, amortisation, and disposals of acquired value of in-force business (AVIF).  The application of these adjustments resulted in an Adjust Operating Profit of £56m.

(v)   Reconciliation of IFRS Profit before tax to Adjusted Operating Profit for the year ended 31 December 2024