FWD Group Limited (Invitation by PCCW Wealth Limited) - Tender Offer

Invitation by PCCW Wealth Limited (the “Offeror”) to the Qualifying Holders of the U.S.$900,000,000 5.75 per cent. Subordinated Notes due 2024, comprising the U.S.$550,000,000 5.75 per cent. Subordinated Notes due 2024, the U.S.$250,000,000 5.75 per

cent. Subordinated Notes due 2024 and the U.S.$100,000,000 5.75 per cent. Subordinated Notes due 2024, consolidated to form one single series (ISIN: XS2022434364) (collectively, the “Notes”) issued by the Issuer

Full announcement available via HKX. and HKX2

(25th November 2022)

"The Issuer, as issuer of the Notes, hereby notifies holders of the Notes that the Offeror has announced today an invitation to Qualifying Holders of the Notes to tender their Notes held by such Qualifying Holders for purchase by the Offeror for cash up to the Maximum Tender Consideration (the “Tender Offer”).

The Tender Offer by the Offeror is made on the terms and subject to the conditions contained in the Tender Offer Memorandum prepared by the Offeror dated 25 November 2022 (the “Tender Offer Memorandum”) and should be read in conjunction with the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

The Issuer is aware of, and has no objection to, the Offeror making the invitation described in the Tender Offer Memorandum, but takes no responsibility for and makes no representation or warranty, express or implied as to the accuracy, completeness or sufficiency of the information contained in the Tender Offer Memorandum.

Any details of the terms of the Tender Offer (including in relation to the intentions and proposed actions of the Offeror) and information with respect to the Offeror contained herein have been included on the basis of the contents of the Tender Offer Memorandum, and have not been independently verified by the Issuer.

Rationale for the Tender Offer

The Offeror and its advisors believe that investment in the Notes offers promising prospects for attractive returns at current market prices, and in particular, that the expected returns and associated risks as assessed by the Offeror and its advisors fit well with the principal investment criteria of the Offeror.

Relationship between the Offeror, the Issuer and the Shareholder

The Offeror is a direct wholly owned subsidiary of PCCW Limited (Stock Code: 0008), a company incorporated in Hong Kong with limited liability whose shares are listed on The Stock Exchange of Hong Kong Limited. The Issuer is a connected person of the Offeror under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) by virtue of being an associate (as defined under the Listing Rules) of a connected person of PCCW Limited.

The Shareholder is deemed to be interested in approximately 30.89% of the equity interest in PCCW Limited.

The Issuer is indirectly majority owned and controlled by the Shareholder.

The Issuer is aware of, and has no objection to, the Offeror making the invitation described in the Tender Offer Memorandum, but takes no responsibility for and makes no representation or warranty, express or implied as to the accuracy, completeness or sufficiency of the information contained in the Tender Offer Memorandum. Any details of the terms of the Tender Offer (including in relation to the intentions and proposed actions of the Offeror) and information with respect to the Offeror contained herein have been included on the basis of the contents of the Tender Offer Memorandum, and have not been independently verified by the Issuer."