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 OF SUCH JURISDICTION.

30 October 2025

Helios Underwriting plc

("Helios" or the "Company")

Result of Tender Offer & Total Voting Rights

Helios Underwriting plc, the only publicly traded company offering instant access to a diverse portfolio of syndicates at Lloyd's of London, is pleased to announce the result of the Tender Offer, details of which were set out in the circular published by the Company on 29 September 2025 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 3,052,013 Ordinary Shares, representing 3.9 per cent. of the Company's issued share capital. Ordinary Shares in excess of the maximum aggregate number of Ordinary Shares were tendered by Qualifying Shareholders and Excess Tenders have been scaled back on the basis set out in the Circular.

Accordingly, a total of 3,052,013 Ordinary Shares will be purchased under the Tender Offer at the Tender Price of 238 pence per Ordinary Share. The total value which will be returned to the Qualifying Shareholders pursuant to the Tender Offer will be approximately £7,263,790.

Subject to the remaining conditions under the Repurchase Agreement having been met, Deutsche Numis will purchase 3,052,013 Ordinary Shares by means of an on-market purchase from Qualifying Shareholders. Subject to Deutsche Numis requiring the Company to repurchase such Ordinary Shares in accordance with the terms of the Repurchase Agreement, Deutsche Numis will then sell the tendered Ordinary Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All Ordinary Shares acquired by the Company from Deutsche Numis under the Repurchase Agreement will be cancelled.

In accordance with the terms of the Tender Officer provided in the Circular, payment of the consideration due to Qualifying Shareholders, whose tenders under the Tender Offer have been accepted, is expected to be paid on or around 3 November 2025 in respect of shares held in CREST and also on or around 3 November 2025 by cheque in respect of shares held in certificated form along with balancing certificates in respect of non-tendered Ordinary Shares held in certificated form.

Total Voting Rights

As detailed in the Circular, all Ordinary Shares that were tendered will be cancelled. Following the completion of the Tender Offer, the remaining number of Ordinary Shares in issue will be 75,216,173, of which 5,630,255 are held in treasury. Therefore, the total voting rights in Helios will be 69,585,918. This figure for the total number of voting rights may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Circular.

For further information, please contact:

Helios Underwriting plc

Louis Tucker - Chief Executive Officer

Tel: +44 (0)203 965 6441 

Adhiraj Maitra - Director of Finance and Operations

Tel: +44 (0) 203 743 2114

Deutsche Bank (Nomad) / Deutsche Numis (Broker)

Giles Rolls / Charles Farquhar

Tel: +44 (0)20 7601 6100

FTI Consulting

Ed Berry

Tel: +44 (0)7703 330 199

Christian Harte

Tel: +44 (0)7974 288 763

Numis Securities Limited ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the proposed Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the proposed Tender Offer or any other matter referred to herein. Neither Deutsche Numis nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with the proposed Tender Offer or any matter referred to herein. 

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London Branch (''Deutsche Bank"), is acting as nominated adviser to the Company in connection with the Tender Offer and the matters described herein. The responsibility of Deutsche Bank, as the Company's nominated adviser, under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person. Deutsche Bank will not be responsible to anyone other than the Company for providing the protections afforded to customers of Deutsche Bank or for advising any other person on the arrangements described herein. No representation or warranty, expressed or implied, is made by Deutsche Bank as to any of the contents of the Circular and Deutsche Bank has not authorized the contents of, or any part of, the Circular and no liability whatsoever is accepted by Deutsche Bank or the accuracy of any information or opinions contained in the Circular or for the omission of any other information.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company that is registered in the UK and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the US in certain material respects. The Tender Offer documents have been prepared in accordance with UK style and practice for the purpose of complying with English law and the AIM Rules, and US Shareholders should read the entire Circular. The financial information relating to the Company, which is available for review on the Company's website, has not been prepared in accordance with generally accepted accounting principles in the US and thus may not be comparable to financial information relating to US companies.

The receipt of cash pursuant to the Tender Offer by a Shareholder who is a US person may be a taxable transaction for US federal income tax purposes. Each such Shareholder should consult and seek individual advice from an appropriate professional adviser.