Helios Underwriting: Result of Tender Offer

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 2026

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 2026 (the "Circular").

The maximum aggregate number of Ordinary Shares that could be purchased pursuant to the Tender Offer was 2,676,579 Ordinary Shares, representing approximately 3.5 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 2,676,579 Ordinary Shares will be purchased under the Tender Offer at the Tender Price of 269 pence per Ordinary Share. The total value which will be returned to the Qualifying Shareholders pursuant to the Tender Offer will be approximately £7,199,998.

Subject to the remaining conditions under the Repurchase Agreement having been met, Peel Hunt will purchase 2,676,579 Ordinary Shares by means of an on-market purchase from Qualifying Shareholders. Subject to Peel Hunt requiring the Company to repurchase such Ordinary Shares in accordance with the terms of the Repurchase Agreement, Peel Hunt 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 Peel Hunt under the Repurchase Agreement will be cancelled.

In accordance with the terms of the Tender Offer 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 made on or around 3 November 2026 in respect of shares held in CREST and also on or around 3 November 2026 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 purchased pursuant to the Tender Offer will be cancelled. Following the completion of the Tender Offer, the remaining number of Ordinary Shares in issue will be 73,363,432, of which 6,534,046 are held in treasury. Therefore, the total voting rights in Helios will be 66,829,386. 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:

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for the Company and for no one else in connection with the Tender Offer, including any recipient of this announcement and Peel Hunt, its affiliates and its and their respective directors, officers, employees and agents and are not and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt or for affording advice in relation to the Tender Offer, the contents of this announcement or any other matter referred to in this announcement.

Peel Hunt is acting as nominated adviser to the Company in connection with the arrangements described in this announcement. The responsibility of Peel Hunt, 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. Persons receiving this announcement should note that Peel Hunt will not be responsible to anyone other than the Company for providing the protections afforded to customers of Peel Hunt or for advising any other person on the arrangements described in this announcement. No representation or warranty, expressed or implied, is made by Peel Hunt as to any of the contents of this announcement and Peel Hunt has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Peel Hunt for the accuracy of any information or opinions contained in this announcement 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.