Proposed reduction of the nominal value of OSB Group Shares from three-hundred and four (304) pence each to one (1) penny each (the “Capital Reduction”) and publication of Circular and Notice of General Meeting

LEI: 213800ZBKL9BHSL2K459

THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO OSB GROUP SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE CIRCULAR WHICH IS BEING PUBLISHED TODAY.

CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS ANNOUNCEMENT.

FOR IMMEDIATE RELEASE

11 January 2021

Proposed reduction of the nominal value of OSB Group Shares from three-hundred and four (304) pence each to one (1) penny each (the “Capital Reduction”) and publication of Circular and Notice of General Meeting

Today, OSB GROUP PLC (“OSB Group” or the “Company”) published a circular (the “Circular”) relating to the Capital Reduction.

Pursuant to the implementation of a scheme of arrangement approved by Shareholders and the Court, OSB Group became the new holding company of the Group on 27 November 2020. The Company currently has no distributable reserves and is therefore unable to make distributions to its Shareholders, including any payment of dividends, until such time as distributable reserves have been created or arise in the Company.

In the absence of a Capital Reduction, the Company is reliant upon the receipt of dividends and other distributions from its operating subsidiary and companies in which it has an investment in order to give rise to the distributable reserves needed to make dividend payments. Although the Company is confident in its ability to rely on such upstreamed distributions, there are a number of advantages to implementing the Capital Reduction as a means of creating distributable reserves to support future dividend payments to Shareholders.

Accordingly, the Capital Reduction, which is subject to the approval of Shareholders, as well as certain other conditions as set out in the Circular, is being undertaken to create the required distributable reserves to enable the Company to pay dividends and other distributions to Shareholders in the future. There will be no change to the total number of shares or the total amount of capital in the Company or to the Group’s capital ratios as a result of the Capital Reduction.

The Circular is now available at www.osb.co.uk/investors and includes full details of the Capital Reduction, together with a notice convening a general meeting (the “General Meeting”) at which Shareholder approval of the Capital Reduction is to be sought, to be held virtually at 1.00 p.m. on 28 January 2021.  The Circular also contains the expected timetable for the Capital Reduction and specifies the necessary actions to be taken by Shareholders.