Boots Group Finco L.P., The Boots Group Luxco S.à r.l (collectively referred to as "Joint Issuers") today announced that the previously announced consent solicitation has expired and its results have been published. This consent solicitation was directed at the holders of their outstanding 650 million euros in senior secured notes due in 2032 with a coupon rate of 5.375% ("Euro Notes"), as well as 375 million pounds in senior secured notes due in 2032 with a coupon rate of 7.375% ("Pound Notes"), which together with the Euro Notes are referred to as "Notes".

The consent is valid until 4:00 PM on October 23, 2026, London time. The table below shows the total outstanding principal of the notes, as well as the total principal of the notes corresponding to consents that were submitted effectively before the maturity date or within the deadline and were not effectively withdrawn.

According to the information provided on D.F . King Ltd up to the expiration date, when determining whether the necessary consent has been obtained in accordance with the contract terms: (i) Euro bills and British pound bills are considered of the same category; ( ii ) The principal of Euro bills and British pound bills is calculated on a dollar equivalent basis, using the spot exchange rate at 11:00 a.m. New York time on October 21, 2026, which is the closest business day before the signing date of the supplementary contract; ( iii ) Bills that are required to be ignored by the contract are not included.

As of or prior to the maturity date, the co-issuers have received valid consent from holders representing at least more than half of the principal amount of the outstanding notes (Euro and British Pound notes are considered as a single category), such consent not having been effectively withdrawn prior to the earlier of the time of consent and the maturity date. This consent approves the proposed merger amendments to the note agreement signed on August 1, 2025, and subsequently revised or supplemented. The relevant details were disclosed in the consent solicitation statement dated October 19, 2026. For terms that are capitalized but not defined in this text, the definitions provided in that statement shall apply.

On October 22, 2026, the co-issuers and trustees U.S, Bank Trust Company, and National Association signed a supplementary agreement to implement the proposed merger amendments in accordance with the consent solicitation document. This supplementary agreement became immediately effective and binding on the co-issuers, trustees, and each holder (including those who did not submit their consent), as well as their transferees, upon signing. Thereafter, consent cannot be withdrawn.

The proposed merger amendments will only take effect at the moment before the acquisition is completed; if the acquisition is not completed, or if the co-issuers fail to pay, or fail to obtain the consent fees from the relevant holders, then these amendments will no longer be in effect, subject to the terms of the consent solicitation document. The current expectation is that the acquisition will be completed in the first half of 2027, but according to the terms of the share purchase agreement, this timeline may be extended.

On the premise of complying with the terms and conditions of the consent solicitation notice, for each noteholder who effectively submits their consent on or before the maturity date and does not withdraw their consent prior to the earlier of the consent date and the maturity date, the co-issuers will pay or cause to be paid a consent fee: 2.50 euros for each 1,000 euros of principal for euro notes, and 2.50 pounds for each 1,000 pounds of principal for pound notes. This consent fee will be paid on the effective date or as soon as possible thereafter. The consent fee does not include accrued interest, and the right to charge the consent fee is not transferred with the note.

Payment of the consent fee is subject to the fulfillment or exemption of the conditions listed in the consent solicitation document, but prior consent from the buyer must be obtained; this includes the condition that the acquisition must be completed, which cannot be exempted.

Since both the consent date and the maturity date have already occurred, the bills for which consent has been given will be unfrozen in accordance with the relevant clearing system procedures, or they may already be unfrozen. If the holder effectively submits consent on or before the maturity date and does not effectively withdraw consent before the earlier of the consent date and the maturity date, then even if the relevant bills are subsequently sold or transferred, the holder still has the right to receive the consent fee provided that the payment conditions are met. Such holders should continue to maintain necessary arrangements with the relevant clearing participants, as well as any custodians or other intermediaries, in order to receive the consent fee when it is due.

Acquisition and proposed merger amendments

On October 7, 2026, Oak UK Bidco Limited (the “Buyer”) signed a share purchase agreement with The Boots Group Limited (the “Seller”), Blazing Star Boots Superco, Limited (the “Company”), and the Buyer. The Buyer is directly or indirectly held by funds managed, established, controlled, or provided with advisory services by Wittington Investments and Limited (“Wittington”), as well as funds managed, established, controlled, or provided with advisory services by Fairfax Financial Holdings Limited (“Fairfax”). According to this share purchase agreement, the Buyer will acquire all of the Company’s issued and outstanding common shares upon meeting the terms and conditions of the agreement (such acquisition is referred to as the “Acquisition”), with the completion point of the acquisition being the “Effective Date”.

Subject to the conditions stipulated in the solicitation notice, the co-issuers seek the consent of the holders in order to: (i) amend the definitions of “Sponsor” and “Investors” in the contract to refer to Wittington, Fairfax and their respective related parties, in order to reflect this acquisition; and (ii) make additions, revisions, supplements, or changes to several other definitions and provisions in the contract, as well as other technical or ancillary modifications to the contract. The aforementioned are collectively referred to as the “Proposed Merger and Acquisition Amendments”.

The complete terms and conditions of the consent solicitation are contained in the consent solicitation document.

Inquire about agents and collect statistical information on agents

Morgan Stanley and Co, LLC and CIBC World Markets Corp act as the solicitation agents for this consent collection. D.F and King Ltd act as the information and statistics agents.

For questions regarding the consent solicitation terms, as well as requests for copies of the consent solicitation documentation, please contact the Information and Statistics Agent D.F. Address: 51 Lime Street, London EC3M 7DQ, Telephone: +44 20 7920 9700, Email: [email protected]. Contact information for the solicitation agent is as follows: Morgan Stanley & Co, 1585 Broadway, 6th Floor, New York, New York 10036, Recipient: Liability Management Group, Collect: (212) 761-1057, Toll-free: (800) 624-1808, Email: [email protected]; and also CIBC World Markets Corp, 300 Madison Avenue, 8th Floor, New York, New York 10017, Recipient: Execution Management Group, Toll-free: (800) 282-0822, Email: [email protected]. The results of the consent solicitation have been published at https:// clients.dfkingltd.com / boots.

This press release is for informational purposes only and does not constitute an offer to sell, an offer to purchase, or an invitation to purchase/sell any securities. This consent solicitation is issued in accordance with the terms of the consent solicitation document. No recommendation is made as to whether holders should give their consent to the proposed merger and acquisition. Each holder is responsible for deciding whether to submit their consent. This consent solicitation is not directed to holders of notes in jurisdictions where it is known to the joint issuers that such solicitation would not comply with local laws.

The consent solicitation statement and any other documents related to such solicitation have not been submitted, approved, or reviewed by any federal, state, or foreign securities commission or other regulatory authority in any jurisdiction. No authority has made a determination regarding the accuracy or sufficiency of the consent solicitation statement or related documents, and claiming otherwise is illegal and may constitute a criminal offense.

About the Co-issuers

As a leading retailer in health and beauty products, Boots boasts a strong pharmacy business in the UK and Ireland, while maintaining independent ownership of its other global operations.

Important Information

No part of this press release constitutes an offer to sell, purchase, or solicitation to buy in the United States or any other jurisdiction, nor does it constitute an offer to acquire or exchange any securities, including notes. The distribution of the consent solicitation statement and other documents or materials related to the consent is not undertaken by an authorized person as referred to in Section 21 of the Financial Services and Markets Act 2000 (as amended, referred to herein as “FSMA”), and such documents and/or materials have not been approved by such authorized persons. Therefore, the consent solicitation statement is not and will not be distributed to the public in the United Kingdom, nor may it be transmitted to the public in the United Kingdom. The consent solicitation statement, being a financial promotion communication, is intended for and directed solely at the following persons: (a) persons within the United Kingdom who meet the definition of “investment professionals” under Section 19(5) or Section 43 of the Annex to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or other persons who are legally entitled to receive such documents; or (b) persons outside the United Kingdom (collectively referred to as “relevant persons”). The consent solicitation statement is provided only to relevant persons, and the transactions described therein may only be offered to or conducted with relevant persons; no non-relevant person may rely on or act upon it.

Forward-looking Statements

This press release may contain forward-looking statements in the meaning of the U.S. Federal Securities Laws. Except for statements of historical fact, all statements contained herein are forward-looking statements, including those regarding the consent to solicit, proposed merger amendments, consent fees paid, and the expected completion and timing of the acquisition. The use of terms such as “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “future”, “help”, “intend”, “may”, “plan”, “shall”, “should”, “target”, “will”, and their negative forms, as well as similar expressions, are based on current expectations and assumptions and are subject to risks, uncertainties, and contingencies. Many of these factors are beyond the control of the joint issuers and are difficult to predict or quantify, and may result in significant differences between actual results and expectations. Factors that could lead to different actual results include, but are not limited to: whether the parties can complete the acquisition according to the expected terms and schedule, or whether they are able to complete it at all; whether required regulatory approvals are obtained and whether other conditions for completing the acquisition are met; whether any events, changes, or other circumstances occur that could lead to the termination of the share purchase agreement; whether necessary consents have been received and whether other conditions specified in the consent solicitation statement under “Solicitation Considerations” are satisfied; and other factors described in the consent solicitation statement. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ significantly from those predicted in the joint issuers' forward-looking statements, as well as past results, performance, or achievements.

The co-issuers have no intention of updating or revising any forward-looking statements due to new information, future events, or other reasons. All written or oral forward-looking statements made by the co-issuers or those acting on their behalf thereafter should be understood in conjunction with the cautionary statements that appear throughout this press release. In light of these risks, uncertainties, and assumptions, excessive reliance should not be placed on these forward-looking statements. Given that actual results may differ significantly from future intentions, plans, expectations, assumptions, and beliefs, please do not rely on the forward-looking statements contained in this press release and approach them with caution.

SOURCE Boots Group Finco L.P. and The Boots Group Luxco S.à r.l.