Category: Finance

MIL-OSI: ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.
Source: GlobeNewswire (MIL-OSI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE PROHIBITED BY, OR CONSTITUTE A VIOLATION OF, THE RELEVANT LAWS OF THAT JURISDICTION OR REQUIRE EURONEXT AND/OR ATHEX TO TAKE ANY FURTHER ACTION.

PLEASE SEE THE IMPORTANT DISCLAIMERS AT THE END OF THIS ANNOUNCEMENT.

ANNOUNCEMENT OF A VOLUNTARY SHARE EXCHANGE OFFER MADE BY EURONEXT N.V. TO ACQUIRE THE ORDINARY REGISTERED SHARES OF HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. IN CONSIDERATION FOR SHARES OF EURONEXT N.V.

31 July 2025

Executive Summary

Euronext N.V. (“Euronext” or the “Offeror”, and together with any and all of its directly, or indirectly, wholly, or partially, owned subsidiaries, the “Euronext Group”) announces today the submission of a voluntary share exchange offer (the “Tender Offer”) to acquire all common registered shares, each having a nominal value of €0.42 (each, an “ATHEX Share”) of HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A. (“ATHEX” or the “Company” and together with its subsidiaries, the “ATHEX Group”), for newly issued ordinary shares in the capital of the Offeror, with a nominal value of €1.60 each (each, a “Consideration Share”) on a ratio of 0.050 Consideration Share for 1 ATHEX Share, in accordance with Greek Law 3461/2006 (the “Law”). Based on Euronext’s 1-week VWAP of €147.24 as of 29 July 2025, the Offer values the entire issued and to be issued ordinary share capital¹ of ATHEX at approximately €425.9 million on a fully diluted basis.

The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where all ATHEX shareholders will become shareholders of the Offeror.

The principal objective of the Tender Offer is to acquire and integrate ATHEX into Euronext, a comprehensive pan-European business model characterized by a single liquidity pool, a single order book, a single trading technology platform, a common approach to listing and a unified post-trading framework in order to reduce fragmentation in European financial markets, reinforcing the Savings and Investment Union endeavors, and finance the real European economy effectively.

The integration of ATHEX Group within the Euronext group is expected to (i) strengthen access to financing for Greek corporates, (ii) embed ATHEX within a pan-European trading framework, (iii) reinforce the operating resiliency of the local capital markets and (iv) create a unified post-trade infrastructure.

Greek ecosystem to be fully part of the Offeror’s governance and supervision through (i) the CEO of ATHEX joining the Managing Board of Euronext, (ii) HCMC joining Euronext’s College of Regulators and (iii) subject to the Offeror’s shareholders’ and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

ATHEX Group will maintain its ties to Greece after the Tender Offer, retaining its head office in Athens, while ATHEX’s tax residence will remain in Greece.

On 30 July 2025, the Offeror and ATHEX entered into a Cooperation Agreement that outlines the terms and conditions under which both the Offeror and ATHEX agree to work together towards the completion of the Tender Offer.

In addition, all members of the Board of Directors of ATHEX owning ATHEX shares including CEO Yannos Kontopoulos have agreed to tender ATHEX shares they own today or may own during Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

Deutsche Bank AG is acting as advisor to Euronext in connection with the Tender Offer.

The Tender Offer

In accordance with the Law, Euronext, announces the submission of the Tender Offer to acquire all of the outstanding ordinary registered shares of ATHEX, as at 30 July 2025 (the “Date of the Tender Offer”), i.e. 60,348,000 ATHEX Shares representing 100% of the total issued share capital and voting rights of ATHEX as at that date.

ATHEX is a Greek société anonyme under the name “HELLENIC EXCHANGES-ATHENS STOCK EXCHANGE S.A.”, registered with the General Commercial Registry with registration number 003719101000 and registered seat at 110 Athinon Ave, 104 42, Athens. The share capital of ATHEX amounts to €25,346,160.00 and is divided into 60,348,000 shares, with a par value of €0.42 each, which has been fully paid-up. The ATHEX’s shares are commonly registered with a voting right. According to the announcements that ATHEX has published until and including 30 July 2025, ATHEX held an aggregate of 2,498,000 of issued ATHEX Shares (the “Treasury Shares”). ATHEX’s shares were admitted to trading on the Athens Stock Exchange in August 2000 and are currently traded on the main market of the Athens Stock Exchange under the trading symbol EXAE.

The Date of the Tender Offer is the date on which Euronext initiated the Tender Offer process by informing the Hellenic Capital Market Commission (the “HCMC”) and the board of directors of ATHEX of the Tender Offer and submitting to them a draft of the Greek information circular (the “Information Circular”), in accordance with article 10, paragraph 1 of the Law.

The Offeror will publish by way of separate announcement the commencement of the acceptance period of the Tender Offer (the “Acceptance Period”) and the means to tender.

The companies of the Euronext Group are acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law .There are no other persons acting in concert with the Offeror for the purposes of the Tender Offer, pursuant to article 2, case (e) of the Law. As at the Date of the Tender Offer, no ATHEX Shares were held, directly or indirectly, by the Euronext Group.

The Offeror may purchase ATHEX Shares in the market or over-the-counter until and including the end of the Acceptance Period.

On 30 July 2025, the Offeror and ATHEX entered into a cooperation agreement which details the cooperation between the Offeror and ATHEX in relation to the Tender Offer (the “Cooperation Agreement”). The Cooperation Agreement provides, among others, that ATHEX will not tender the Treasury Shares in the Tender Offer.

Other than the Cooperation Agreement and the aforementioned written statements received by the Offeror from the ATHEX directors, there are no special agreements relating to the Tender Offer or the exercise of rights arising from the ATHEX Shares to which the Offeror is a party.

The purpose of the Tender Offer is for the Offeror to acquire direct control over ATHEX and integrate the ATHEX Group into the Euronext Group. Pursuant to the Tender Offer, the Offeror seeks to become the direct parent company of ATHEX and the ultimate parent company of ATHEX Group with a shareholding structure where ATHEX shareholders will become shareholders of the Offeror.

Consideration and Tender Offer Structure

In consideration for every ATHEX Share lawfully and validly tendered in the Tender Offer, and in accordance with the first clause of paragraph 1 of article 9 of the Law, Euronext offers five hundredths (0.050) of a Consideration Share for 1 ATHEX Share (the “Offer Consideration”). The shares of the Offeror are held in book-entry form through the Central Securities Depository for the Offeror Shares (“Euronext Securities”).

The Offer Consideration meets the criteria of “fair and equitable” consideration under article 9, paragraphs 4 and 5 of the Law.
1. The Offer Consideration of the Tender Offer means the amount of 0.050 Consideration Shares for 1 ATHEX Share, to be issued pursuant to the Tender Offer.
2. As provided for in article 9, paragraph 5 (a) of the Law, the following shall be taken into account for the price of the ATHEX share:
a) its VWAP during the six months preceding the Date of the Tender Offer, where in this case the VWAP of ATHEX’s share during the six months preceding 30 July 2025, is €5.9770.

b) the Offeror did not acquire ATHEX Shares during the twelve (12) months preceding the Date of the Tender Offer.

C. A valuation is not required for ATHEX based on the provisions of par. 6 of article 9 of the Law, as none of the conditions referred to therein are met, namely:
- no sanctions have been imposed by the Board of Directors of HCMC for manipulation of ATHEX Shares that took place within the 18-month period preceding the Date of the Tender Offer,
- during the six (6) months preceding the Date of the Tender Offer, (i) Share transactions have been carried out on the Athens Stock Exchange on more than three-fifths (3/5) of the operating days of the relevant market, and specifically, they amounted to 100% of them and (ii) Share transactions that have been carried out exceed ten percent (10%) of the total number of Shares of ATHEX, and specifically, they amounted to 39.1% of them.
- The “fair and equitable” consideration as determined by the criteria of paragraph 4 of Article 9 of the Law, exceeds eighty percent (80%) of the book value per share, based on the data of the average of the last two published financial statements of Law 3556/2007, on a consolidated basis.
D. As provided for in article 9 par. 5 (b) of the Law, for the price of the Offeror’s share provided as consideration, the VWAP of the Offeror’s share during the six months preceding the Date of the Tender Offer is taken into account, where in this case the VWAP of the Offeror’s share during the six months preceding 30 July 2025 is €135.0369.

E. Therefore, 0.050 of the Offeror’s share provided as consideration is equal to €6.7518 per ATHEX Share, taking into account the VWAP of the Offeror Share. Therefore, the Offer Consideration meets the criteria of “fair and equitable” consideration, as described in Article 9, paragraphs 4 and 5 of the Law.

This amount on the Date of the Tender Offer exceeds by 13.0% the “fair and equitable” consideration, as defined in Article 9, paragraphs 4 and 5, as on the one hand the VWAP of ATHEX during the six months preceding the Tender Offer is €5.9770, and on the other hand the Offeror did not acquire Shares during the twelve (12) months preceding the Date of the Tender Offer.

This amount on the Date of the Tender Offer represents a 7.51% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer, which amounted to €7.3000, as both ATHEX and Euronext shares have appreciated over the past six months.

In addition:
- the Offer Consideration calculated on the basis of the price of the Offeror Share on the date preceding the Date of the Tender Offer represents a 1.7% discount to the closing price of the ATHEX Share on the Athens Stock Exchange on the date preceding the Date of the Tender Offer.
- the Offer Consideration calculated on the basis of the price of the Offeror Share on 27 June 2025, being the date when the Offeror issued a statement confirming its discussions with ATHEX (the “Date of the Initial Statement”) exceeds by 21.3% the closing price of the ATHEX Share on the Athens Stock Exchange on the Date of the Initial Statement.
On 15 May 2025, the general meeting of the Offeror has designated the Managing Board of the Offeror for a period of eighteen (18) months as the competent body to, subject to the approval of the Supervisory Board of the Offeror, issue ordinary shares and to grant rights to subscribe for ordinary shares up to a total of 10% of the issued ordinary share capital at the date of the annual general meeting held in 2025, and to restrict or exclude the pre-emptive rights of shareholders pertaining to (the right to subscribe for) ordinary shares upon any issuance of ordinary shares (the AGM Delegation). Pursuant to the AGM-Delegation, the Managing Board of the Offeror resolved on 29 July 2025 to issue Consideration Shares, subject to the terms and conditions set forth in this Information Circular. On the same date, the Supervisory Board of the Offeror approved the resolution adopted by the Managing Board in accordance with the AGM-Delegation. The maximum number of Consideration Shares that Euronext will issue in connection with the Tender Offer, the Right of Squeeze-Out and the Right to Sell-Out (being 3,017,400 Consideration Shares) is smaller than the number of Offeror Shares that the Euronext boards are capable of issuing pursuant to such mandate (being 10,423,550 Offeror Shares). Euronext will assume payment of the duties levied in favor of the Hellenic Central Securities Depository S.A. (the “ATHEXCSD”) on the registration of the over-the-counter transfer of the Transferred Shares in accordance with the codified decision 18 (Meeting 311/22.02.2021) of the Board of Directors of ATHEXCSD, which would otherwise be payable by the accepting shareholders of ATHEX. Such duties amount to 0.08% and are calculated in accordance with the provisions of such decision.

Shareholders who offer the ATHEX Shares they hold in the context of the Tender Offer, including those electing to receive the Cash Consideration in the context of the exercise of the Right of Squeeze-out or the Right to Sell-out, will also be responsible for all charges and taxes that are due in connection with the Tender Offer, and the Offeror assumes no responsibility nor liability in the payment of said charges and taxes other than the duties levied in favor of the ATHEXCSD expressly set forth in this Information Circular. Notably, based on the letter of the circular issued by the Greek Independent Authority for Public Revenue with reference number Ε.2048/2024, the transfer of the Transferred Shares to the Offeror in consideration for Consideration Shares can be excluded from the tax provided for in article 9 paragraph 2 of Law 2579/1998 in favor of the Greek State provided all conditions mentioned therein are met, which amounts to 0.10%, and is imposed on sales of shares listed on the Athens Stock Exchange, since such transfer does not constitute a sale under the abovementioned provision. Shareholders are advised to consult their own tax advisors regarding the tax implications of the Tender Offer that may concern them in Greece or abroad.

Euronext will publish, through a separate announcement, the commencement of the Acceptance Period and the means to tender.

If after the end of the Acceptance Period, Euronext possesses the Minimum Number of Shares but less than 52.065.000 ATHEX Shares representing 90% of the voting rights of ATHEX, ATHEX shares will continue to be traded in the Athens Stock Exchange.

Squeeze-Out and Sell-Out Procedures, Delisting of ATHEX

If, at the end of the Acceptance Period, Euronext holds at least 52,065,000 ATHEX Shares representing 90% of ATHEX’s total voting rights (the “Relevant Threshold”):

(a)   Euronext will initiate the squeeze-out procedure under the Law to cause any remaining holders of Company Shares to transfer those ATHEX Shares to Euronext, in accordance with the Law (the “Right of Squeeze-Out”); and

(b)   holders of ATHEX Shares who have not accepted the Tender Offer will be entitled, within a period of three (3) months from the publication of the results of the Tender Offer, to exercise the right to sell-out, in accordance with the Law (the “Right to Sell-Out”).

The consideration offered for each Company Share regarding both the Right of Squeeze-Out and the Right to Sell-Out, will be in accordance with the provisions of Articles 27 and 28 of the Law.

If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Offeror expects that the Right of Squeeze-out process will be completed within four to eight weeks after Closing. The Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration in connection with the Right of Squeeze-out as soon as practicable following completion of the Right of Squeeze-out process.

If the Relevant Threshold is reached or exceeded at the end of the Acceptance Period, the Right to Sell-out will automatically expire upon completion of the Right of Squeeze-Out. As a result, the Offeror expects that completion of the Right to Squeeze-out process will precede the completion of the Right of Sell-out process. If completion of the Right to Sell-out process does not precede the completion of the Right of Squeeze-out out process, the Offeror intends to apply for the commencement of unconditional listing and trading on Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris of any Offeror Shares which may be issued as consideration pursuant to the Right to Sell-out as soon as practicable following completion of the Right to Sell-out process.

If, following completion of the Tender Offer or after the exercise of the Right of Squeeze-out or the Right to Sell-out, as the case may be, the Offeror holds 95% of ATHEX’s share capital, the Offeror intends to request the convocation of a General Meeting of the Shareholders to resolve upon the submission of an application to the HCMC requesting the delisting of the ATHEX Shares from the Athens Stock Exchange, in accordance with article 17 paragraph 5 of Law 3371/2005, at which (General Meeting) the Offeror will exercise its voting rights in favor of such resolution.

Plans for ATHEX and Euronext following the Tender Offer

Embed ATHEX within a pan-European trading framework

As part of the combined group, ATHEX will be able to join the Euronext Group’s single liquidity pool, enabled by a single order book and powered by a single technology platform, where members can access all its markets in a seamless manner, with the ambition of deepening investor interest and creating greater liquidity as well as fair and transparent markets. Today, more than €13 billion worth of equities are traded daily on the Offeror’s seven (7) European markets that are part of the single liquidity pool. Thanks to its highly flexible architecture, the Offeror expects to see reduced time to market for new products in the combined group. This integration aims to deepen investor interest, create greater liquidity, and ensure fair and transparent markets.

Strengthen access to financing for Greek corporates

With ATHEX joining the Euronext Group, Greece will become a key hub for listings under a harmonized framework, offering greater scale, visibility, and access to European liquidity. In addition to listing larger Greek companies, the Offeror will bolster its capabilities in financing Greek SMEs. The pan-European pre-IPO educational program “IPOready” will be deployed across Greece. This program has already enabled over 1,200 companies to understand the benefits of listing, resulting in 33 new listings (€1.6 billion raised at listing, €5.7 billion aggregate market cap at listing). The Offeror will also provide a platform for Greek companies to list debt, diversifying their financing sources.

Following the successful completion of the Tender Offer, ATHEX will be incorporated into a trusted framework for European and international investors. The Offeror has a proven track record of delivering substantial benefits to the local ecosystems of acquired market operators.

Reinforce the operating resiliency of the local capital markets

The Offeror’s size and operational DNA enable it to operate within extremely high reliability standards. The Offeror is investing massively in market technology and has built the best-in-class technology operations with cyber-security excellence. The Offeror has been granted the highest security ratings in its recent annual technology audit performed by Bitsight. The Offeror is a technology business first and foremost, with more than 875 technology and operations employees (35% of total employees), mainly located in Milan, Porto and Paris. ATHEX will benefit from an immediate change in scale in terms of technology platforms and operations, notably from a fully integrated cybersecurity and operational framework operation ensuring maximum resilience of the Greek market in a world of increasingly complex technology threats.

Create a unified post-trade infrastructure

The Offeror relies on a single clearing house, clearing all of its European market flows across cash and derivatives products. As part of the combined group, the Offeror intends to expand Euronext Clearing, which centralizes clearing for the whole Euronext Group, and which has benefitted from significant investments over the past few years, to Greek securities. This central European clearing expansion is key to the integration of Greek markets within the Offeror’s framework.

The Offeror relies on a converging technology framework to create the conditions of success for the custody and settlement of financial products across Europe. As part of the combined group, the CSD function of ATHEX will be part of Euronext Securities’ convergence program, aiming at delivering a unified post-trading core settlement service through a single platform for securities settlement (TARGET2-Securities or T2S) by leveraging the CSDs of the Euronext Group.

ATHEX as the cornerstone of the Offeror in Southeast Europe

As the largest exchange group in the highly dynamic Southeastern region of Europe, ATHEX is best placed to lead the Offeror’s expansion across the region. As part of the Euronext Group, ATHEX will be the cornerstone of the Offeror’s expansion in the region, where business opportunities are numerous.

Greek ecosystem to be fully part of the Offeror’s governance and supervision

After and subject to successful completion of the Tender Offer, the composition of the Offeror’s Supervisory Board and the structure of its corporate governance will be amended. Subject to the Offeror’s shareholders and regulatory approvals, an independent director representing the Greek ecosystem will join the Offeror’s Supervisory Board.

In addition, the Chief Executive Officer of the ATHEX will join the Offeror’s Managing Board, subject to the Offeror shareholders’ and regulatory approvals.

In terms of regulatory framework, the Offeror is supervised at group level by a College of Regulators. The College of Regulators is made up of the seven (7) national regulatory authorities supervising the respective Euronext’s national regulated markets. After and subject to Closing occurring, the Offeror will recommend inviting HCMC to join the Offeror’s College of Regulators, pari passu with the national regulatory authorities currently supervising the Offeror, with a rotating chair every semester to exercise supervision at group level of the combined group. The direct regulatory oversight of ATHEX and the Greek market will remain unchanged. This will allow HCMC to continue regulating ATHEX and the Greek market and be part of the supervision of ATHEX at group-level through the Offeror’s College of Regulators.

Reunite complementary skills and expertise

Should the potential combination occur, it could create opportunities for knowledge sharing, career development, and cross-functional collaboration, fostering an environment where talent thrives. Euronext would aim to cultivate an inclusive, collaborative, and entrepreneurial work environment. With a long-standing commitment to diversity and inclusion, Euronext believes that recognizing and valuing diversity benefits both employees and the business’s long-term success. Euronext would ensure that ATHEX employees have opportunities for career development, encouraging them to take on wider responsibilities and roles in the pan-European development of their activities. They would also be encouraged to explore opportunities across various locations to embrace new challenges within Euronext. The diversification of Euronext’s businesses would consistently offer opportunities for high-performing employees, not only in traditional exchange roles but also in new activities developed through the innovation program.

Following the successful completion of the Tender Offer and upon approval of the ATHEX shareholders meeting, the Offeror intends to modify, subject to ATHEX’s shareholders approval by a simple majority, ATHEX’s trademark name. As such, it will operate under the name “Euronext Athens”, fully embedding the Greek financial infrastructure and creating a sense of togetherness.

Tender Offer Conditions

Completion of the Tender Offer is subject to the satisfaction of the following conditions and minimum number of shares:

(a)   the approval of the HCMC in relation to the direct change of control of ATHEX;

(b)   the approval of the HCMC in relation to the indirect change of control of ΑΤΗΕΧClear;

(c)   the approval of the HCMC in relation to the indirect change of control of ATHEXCSD;

(d)   the approval of RAEWW and the HCMC in relation to the change of control of ATHEX due to its participation in Hellenic Energy Exchange (“HenEx”) and EnEx Clearing House (“EnExClear”);

(e)   the approval of the HCMC in relation to the acquisition by the Euronext Reference Shareholders² of an indirect qualifying holding between 20% and 50% of ATHEX, ATHEXCSD and ATHEXClear;

(f)   the issuance of a declaration of non-objection from the competent foreign authorities regarding the coordinated regulation and supervision of Euronext being the AMF, AFM, CBI, NFSA, FSMA, CMVM, and CONSOB (together with (a)-(f), the “Conditions”); and

(g)   no later than the end of the Acceptance Period, at least 38,759,500 ATHEX Shares, corresponding to at least 67% of ATHEX’s total paid-up voting share capital, shall have been lawfully and validly tendered to the Offeror (the “Minimum Number of Shares”). This condition may be amended in accordance with the provisions of the Law.

If (i) the Minimum Number of Shares is not fulfilled as at the end of the Acceptance Period and/or (ii) the Conditions are not satisfied, the Tender Offer will ipso jure lapse, with retroactive effect, and have no legal effect, and the ATHEX Shares tendered to the Offeror will be returned to their holders.

The Offeror may revoke the Tender Offer if (i) a competing offer, as provided by the Law, has been submitted, or (ii) subject to the HCMC’s approval, if an unforeseen change in circumstances beyond the control of the Offeror occurs that makes the Tender Offer particularly onerous.

The declarations of acceptance which are submitted cannot be revoked, unless a competing offer, as provided by the Law, has been submitted, in which case the accepting shareholder will be entitled to exercise a revocation right.

Shareholders’ Statements – Undertakings

All members of the Board of Directors of ATHEX owning ATHEX shares including CEO Ioannis Kontopoulos have provided irrevocable undertakings to tender their shares in the Tender Offer subject to the issuance of a reasoned opinion of ATHEX’s Board of Directors in favour of the Tender Offer.

Name Number of shares held

George Ηandjinicolaou 15,000

Ioannis Kontopoulos 95,000

Euronext Advisors

Deutsche Bank AG, a credit institution incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main, registered address Taunusanlage 12, 60325 Frankfurt am Main, acts as advisor of Euronext in respect of the Tender Offer, in accordance with article 12 of the Law (the “Advisor”).

For the purpose of the Tender Offer only, Deutsche Bank AG has certified to the HCMC that Euronext (i) has taken all appropriate measures to be able to issue and deliver the Euronext Shares to the shareholders who will accept the Tender Offer and (ii) has the necessary wherewithal to pay in full the total amount in respect of the 0.16% clearing duties, namely 0.08% payable by Euronext and 0.08% payable by each of ATHEX’s shareholders who lawfully and validly accept the Tender Offer, payable by Euronext to the Hellenic Central Securities Depository S.A., in connection with the registration of the over-the-counter transfer of all the ordinary shares of ATHEX tendered to Euronext by ATHEX’s shareholders. It is clarified that this certificate does not constitute any offer of financing or any other type of commitment and/or assumption of any obligation whatsoever, and that this certificate is not provided as nor does it constitute advice, or recommendation within the meaning of Article 729 of the Greek Civil Code. Deutsche Bank AG, by means of this certificate, does not provide any guarantee (within the meaning of Article 847 of the Greek Civil Code) or letter of guarantee, for the fulfillment of the delivery obligations, monetary or other obligations undertaken by the Offeror in the context of the Tender Offer.

About Euronext

Euronext is a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands on 15 March 2014 and is domiciled in the Netherlands. Euronext’s statutory seat (statutaire zetel) is in Amsterdam, the Netherlands, and its registered office and principal place of business is at Beursplein 5, 1012 JW Amsterdam, the Netherlands. The Company is registered with the trade register of the Chamber of Commerce for Amsterdam, the Netherlands, under number 60234520, and the telephone number is +31 (0)20-7214444. Euronext’s LEI is 724500QJ4QSZ3H9QU415 and its corporate website is https://www.euronext.com/en.

Under its Articles of Association, the Offeror’s authorized share capital amounts to €200,000,001.60 and is divided into 125,000,000 Ordinary Shares, each with a nominal value of €1.60 and one priority share with a nominal value of €1.60. The priority share has not been issued. All of Euronext’s shares have been or will be issued under Dutch law.

As of December 31^st, 2024, the Offeror’s issued share capital amounted to €166,776,811.20 and was divided into 104,235,507 ordinary shares, whereas the Offeror held 1,475,395 treasury shares.

On 11 March 2025, the Offeror announced the completion of its €300 million share repurchase programme for which 2,692,979 shares, or approximately 2.58% of Euronext’s share capital, were repurchased.

Following the repurchase programme, and as of the cancellation of the purchased shares under this programme which is expected to occur on 5 August 2025, the Offeror’s issued share capital amounts to €162,468,044.80 and divided into 101,542,528 ordinary shares.

On 22 May 2025, the Offeror launched an offering of bonds due 2032 convertible into new shares and/or exchangeable for existing shares (“OCEANEs”) for a nominal amount of €425 million. Bondholders will be granted the right to convert or exchange the Bonds into new and/or existing Shares (the “Conversion/Exchange Right”) which they may exercise at any time from the 41st day (inclusive) following the Issue Date (30 May 2025) up to the 7th business day (inclusive) preceding the Maturity Date (30 May 2032) or, as the case may be, the relevant early redemption date. For illustrative purposes, considering a nominal amount of €425 million, a reference share price of €145 and a 32.5% conversion premium corresponding to the mid-point of the marketing range, the potential dilution would represent approximately 2.1% of the Company’s outstanding share capital, if the Conversion/Exchange Right was exercised for all the Bonds and the Company decided to deliver new Shares only upon exercise of the Conversion/Exchange Right.

The Offeror is subject to the provisions of the Dutch Civil Code, the Dutch Financial Supervision Act and the Articles of Association with regard to the issue of shares following admission. The shares are in registered form and are only available in the form of an entry in the Offeror’s shareholders’ register and not in certificated form.

The Euronext Group provides exchange listing, trading, post trade and related services in Europe. The Company operates Regulated Markets and Multilateral Trading Facilities (each a “MTF”) in seven European countries (Belgium, France, Ireland, Italy, the Netherlands, Norway, and Portugal). The Group operates these venues under a regulatory licence, under national legislation implementing MiFID II / MiFIR granted to the local market operator and the relevant National Competent Authority (each a “NCA”) or Ministry when appropriate. Each market operator is subject to the national laws and regulations supervised by the NCAs, central banks and finance ministries as appropriate. As part of their regular supervision, NCAs perform from time-to-time audits, inspections and on-site visits. This may lead to recommendations or other measures as appropriate. The Group also operates central securities depositories (each a “CSD”) in four European countries (Denmark, Italy, Norway and Portugal). Each of the CSDs is a limited liability company subject to national laws and regulations; however, they all operate under the brand “Euronext Securities”. VP Securities A/S (Euronext Securities Copenhagen), Monte Titoli S.p.A. (Euronext Securities Milan), Interbolsa S.A. (Euronext Securities Porto), and Verdipapirsentralen ASA (Euronext Securities Oslo) hold a licence under the CSDR, under limited national implementing provisions, granted by their NCA on 3 January 2018, 18 December 2019, 12 July 2018, and 28 January 2022 respectively.

Euronext, through Euronext Securities Copenhagen, Euronext Securities Milan and Euronext Securities Porto, participates in the ECB’s TARGET2-Securities (T2S) platform. The CSDs migrated respectively in September 2016 (with EUR in 2016 and with Danish Kroner in 2018), August 2015 and March 2016.

Moreover, the Group operates a Central Counterparty in Italy, Cassa di Compensazione e Garanzia S.p.A (“Euronext Clearing“). The company was incorporated on 31 March 1992, holds its registered office in Rome at Via Tomacelli 146, and is registered with the Italian Register of Companies under no. 04289511000. It is authorised by the Bank of Italy as a CCP pursuant to Article 17 of EMIR with effect from 20 May 2014.

Important Notices

General

The Tender Offer described herein is addressed to holders of ATHEX Shares and only to persons to whom it may be lawfully addressed. The Tender Offer will be made in the territory of the Hellenic Republic. The making of the Tender Offer to specific persons who are residents in or nationals or citizens of jurisdictions outside the Hellenic Republic or to custodians, nominees or trustees of such persons (the “Excluded Shareholders”) may be made only in accordance with the laws of the relevant jurisdiction. It is the responsibility of the Excluded Shareholders and each person wishing to accept the Tender Offer to inform themselves of and ensure compliance with the laws of their respective jurisdictions in relation to the Tender Offer. If you have any doubts as to your status, you should consult with your professional advisor in the relevant jurisdiction.

The Tender Offer is not being made, directly or indirectly, by mail or by any means in or into any jurisdiction within which, under its laws, rules and regulations, the submission, the making or the presentation of the Tender Offer or the mailing or distribution of the Information Circular to be approved by the HCMC a declaration of acceptance and any other document or material relevant thereto (together, the “Relevant Documents”) is illegal or contravenes any applicable legislation, rule or regulation (together, the “Excluded Territories”). Accordingly, copies of any such Relevant Documents and materials will not be, and must not be, directly or indirectly, mailed, distributed or otherwise sent to anyone or from anyone in or into or from any Excluded Territory.

No Offeror Shares have been offered or will be offered pursuant to the Tender Offer to the public in the United Kingdom, except that the Offeror Shares may be offered to the public in the United Kingdom at any time: (a) to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the UK Prospectus Regulation); or (c) in any other circumstances falling within Section 86 of the FSMA. Provided that no such offer of the Offeror Shares shall require Euronext or the Advisor to publish a prospectus pursuant to Section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an “offer to the public” in relation to the Offeror Shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Offeror Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Offeror Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

The Consideration Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States absent registration, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state and other securities laws of the United States. This release does not constitute an offer to sell or solicitation of an offer to buy any of the Consideration Shares in the United States. Euronext has no intention to register any part of the Tender Offer in the United States or make a public offering of the Consideration Shares in the United States. Any Consideration Shares offered in the United States will be offered only to (i) holders of the Company Shares located outside of the United States and (ii) holders of Company Shares located within the United States that are “Qualified Institutional Buyers” (as defined in Rule 144A under the Securities Act). Such holders of Company Shares will be required to make such acknowledgements and representations to, and agreements with, Euronext as Euronext may require establishing that they are entitled to receive Consideration Shares pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Accordingly, any holder of Company Shares located within the United States who is not a Qualified Institutional Buyer or who does not make such acknowledgement and representation to establish their entitlement to receive the Consideration Shares is ineligible to participate in the Tender Offer, and any purported acceptance of the Tender Offer by such holder will be ineffective and disregarded.

The Tender Offer is being made in the U.S. in reliance on the expected availability of the Tier II exemption pursuant to Rule 14d-1(d) of, and otherwise in compliance with Section 14E of, and Regulation 14E promulgated under, the U.S. Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Greek law. The Tender Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. The Company is not currently subject to the periodic reporting requirements under the Exchange Act and is not required to, and does not, file any reports with the SEC thereunder.

Pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the Exchange Act, during the period of the Tender Offer, Euronext may purchase, or arrange to purchase, whether directly or through any of its affiliates, any broker or other financial institution acting as its agent or any affiliates of any broker or other financial institution acting as its agent, shares of the Company as permitted by applicable law. The Offeror Shares are issued to the Company’s existing shareholders in Singapore without the intention of being on-sold there, and no documents issued by or on behalf of the Company may be used in any subsequent sale by these shareholders. The Information Circular has not been and will not be lodged with or registered as a prospectus under the Securities and Futures Act 2001 of Singapore with the Monetary Authority of Singapore. Therefore, the Information Circular does not constitute an offer or invitation for the sale or purchase of the Offeror Shares in Singapore, whether directly or indirectly, and shall not form the basis of any contract for the issue or sale of the Consideration Shares in Singapore.

This announcement is only made available to a limited number of “Professional Investors” within the meaning of the SCA’s Board of Directors Decision No. 13 of 2021 Concerning the Financial Activities Rule Book, as amended. By receiving this announcement, the entity to whom it has been issued understands, acknowledges and agrees that it has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, the Dubai Financial Services Authority (“DFSA“), the Financial Services Regulatory Authority of Abu Dhabi (“FSRA“) or any other relevant regulatory or licensing authorities in the UAE, nor has the originator, or any other related party received authorization or licensing from the UAE Central Bank, the UAE Securities and Commodities Authority, the DFSA, the FSRA, or any other authorities in the UAE. This announcement does not constitute a public offer of Offeror Shares in the UAE in accordance with the UAE SCA Chairman of the Board Resolution No. (11/R.M) of 2016 On the Regulations for Issuing and Offering Shares of Public Joint Stock Companies, Federal Decree-No. 32 of 2021 on Commercial Companies, or otherwise.

The Offeror Shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA“) and no application has or will be made to admit the Offeror Shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. The Information Circular and any related offering or marketing materials regarding the Offeror Shares do not constitute a prospectus under the FinSA and must not be publicly distributed or made available in Switzerland.

The Offeror Shares have not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of the Offeror Shares in Kuwait on the basis a private placement or public offering is, therefore, restricted in accordance with Law No. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of the Offeror Shares is being made in Kuwait, and no agreement relating to the sale of the Ordinary Shares will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market the Offeror Shares in Kuwait.

The Offeror Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Offeror Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

The Offeror Shares have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA“) in reliance upon the exemption from the registration requirements since the offering constitutes the private placement to qualified institutional investors only as provided for in “i” of Article 2, Paragraph 3, Item 2 of the FIEA. A transferor of the Offeror Shares shall not transfer or resell them except where a transferee is a qualified institutional investor under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended).

This announcement does not constitute an invitation to the public in the Cayman Islands. Any invitation to participate in the Tender Offer is not being conducted in or from with the Cayman Islands or a place of business in the Cayman Islands.

No person receiving a copy of this announcement or of any Relevant Document in any jurisdiction outside the Hellenic Republic may treat any such document as if it constituted a solicitation or offer to such person and under no circumstances may such person use any Relevant Document if, in the relevant jurisdiction, such solicitation or offer may not be lawfully made to such person or if such Relevant Document may not be lawfully used without breaching any legal requirements. In those instances, any such Relevant Document is sent for information purposes only.

This regulatory announcement does not contain, constitute or form part of any offer or invitation to sell or subscribe or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, and neither this regulatory announcement (nor any part of it) nor the fact of its distribution form the basis of, or may be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

Cautionary Statement Regarding Forward-Looking Statements

The information contained in this announcement does not purport to be full or complete. The exact dates of the Tender Offer may change.

This announcement contains forward-looking statements which are subject to numerous assumptions, risks and uncertainties which change over time and relate to, amongst others, the business activities and certain plans and objectives that Euronext has in respect of the ATHEX Group and the Euronext Group. In some cases, the forward-looking statements may be identified by words such as “may”, “hope”, “might”, “can”, “could”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” and the negative of these terms accordingly. There are many factors (for instance, without limitation, commercial, operational, economic, political and financial), as a consequence of which the actual results and the actual developments may potentially substantially differ from the plans and the objectives of Euronext and the ATHEX Group set out in this announcement. As such, Euronext and the ATHEX Group evolve in a highly competitive landscape and rapidly changing environment, where new risks and uncertainties not specifically described herein this announcement may emerge from time to time and it is not possible to predict all risks and uncertainties.

Although Euronext believes that, as of the date of this announcement, the expectations reflected in the forward-looking statements are reasonable, Euronext cannot assure you that future events will meet these expectations. Moreover, neither Euronext nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. After the date of this announcement, unless Euronext is required by applicable law to update these forward-looking statements, Euronext will not necessarily update any of these forward-looking statements to conform them either to actual results or to changes in expectations.

¹ Based on a total number of shares as at 30 June 2025 of 57,850,000, which exclude the number of treasury shares of 2,498,000
² These are the Reference Shareholders:

Attachment
- 31072025_Euronext – Offer Announcement ATHEX
The MIL Network –
August 5, 2025

MIL-OSI: Valeura Energy Inc.: 2024 Sustainability Report Released

Source: GlobeNewswire (MIL-OSI)

SINGAPORE, July 31, 2025 (GLOBE NEWSWIRE) — Valeura Energy Inc. (TSX:VLE, OTCQX:VLERF) (“Valeura” or the “Company”) announces the release of its 2024 Sustainability Report.

Dr. Sean Guest, President and CEO commented:

“Our 2024 Sustainability Report underscores our commitment to transparency in everything we do. We are proud of our performance on the important dimensions of environmental stewardship, social responsibility, and governance. This includes having reduced our greenhouse gas emissions intensity by 20% in 2024, our first full year of operations in Thailand. Our 2024 Sustainability Report elaborates on this achievement and demonstrates our progress across a wide array of sustainability-related metrics, as measured against the baseline data we presented in our inaugural sustainability report, last year.”

Valeura’s 2024 Sustainability Report was approved by the Company’s Board of Directors, and has been made available on the Valeura website, under the Sustainability section. The Company has also published a report on its compliance with the Fighting Against Forced Labour and Child Labour in Supply Chains Act (commonly referred to as Canada’s Modern Slavery Act) and has uploaded its latest annual report in accordance with Canada’s Extractive Sector Transparency Measures Act.

For further information, please contact:

Valeura Energy Inc. (General Corporate Enquiries) Sean Guest, President and CEO Yacine Ben-Meriem, CFO Contact@valeuraenergy.com	+65 6373 6940

Valeura Energy Inc. (Investor and Media Enquiries) Robin James Martin, Vice President, Communications and Investor Relations IR@valeuraenergy.com	+1 403 975 6752 / +44 7392 940495

Contact details for the Company’s advisors, covering research analysts and joint brokers, including Auctus Advisors LLP, Canaccord Genuity Ltd (UK), Cormark Securities Inc., Research Capital Corporation, and Stifel Nicolaus Europe Limited, are listed on the Company’s website at www.valeuraenergy.com/investor-information/analysts/.

About the Company

Valeura Energy Inc. is a Canadian public company engaged in the exploration, development and production of petroleum and natural gas in Thailand and in Türkiye. The Company is pursuing a growth-oriented strategy and intends to re-invest into its producing asset portfolio and to deploy resources toward further organic and inorganic growth in Southeast Asia. Valeura aspires toward value accretive growth for stakeholders while adhering to high standards of environmental, social and governance responsibility.

Additional information relating to Valeura is also available on SEDAR+ at www.sedarplus.ca.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This news release is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

The MIL Network –

August 5, 2025

MIL-OSI: Shell plc publishes second quarter 2025 press release

Source: GlobeNewswire (MIL-OSI)

London, July 31, 2025

“Shell generated robust cash flows reflecting strong operational performance in a less favourable macro environment. We continued to deliver on our strategy by enhancing our deep-water portfolio in Nigeria and Brazil, and achieved a key milestone by shipping the first cargo from LNG Canada.

Our continued focus on performance, discipline and simplification helped deliver $3.9 billion of structural cost reductions since 2022, with the majority delivered through non-portfolio actions. This focus enables us to commence another $3.5 billion of buybacks for the next three months, the 15th consecutive quarter of at least $3 billion in buybacks.”

Shell plc Chief Executive Officer, Wael Sawan

ROBUST CASH GENERATION; STRONG OPERATIONAL PERFORMANCE

Adjusted Earnings¹ of $4.3 billion despite lower trading contribution in a weaker margin environment.
Robust CFFO of $11.9 billion, supported by strong operational performance, enables commencement of another $3.5 billion share buyback programme for the next three months.
Strong balance sheet, with gearing of 19%. 2025 cash capex outlook unchanged at $20 – 22 billion. Total shareholder distributions paid over the last 4 quarters were 46% of CFFO.
Achieved $0.8 billion of structural cost reductions in the first half of 2025, of which $0.5 billion is through non-portfolio actions; cumulative reductions since 2022 are $3.9 billion, against CMD25 target of $5 – 7 billion by end of 2028.
First cargo shipped from LNG Canada, strengthening our leading LNG position and supporting our ambition to achieve LNG sales cumulative annual growth rate of 4 – 5% to 2030.
Further enhanced peer-leading deep-water position with start-up of Mero-4 (Brazil) and announced increase of interests in Gato do Mato (Brazil) and Bonga (Nigeria); continued to high-grade Downstream and R&ES portfolio.

$ million¹		Adj. Earnings	Adj. EBITDA	CFFO	Cash capex
Integrated Gas		1,737	3,875	3,629	1,196
Upstream		1,732	6,638	6,500	2,826
Marketing		1,199	2,181	2,718	429
Chemicals & Products²		118	864	1,372	775
Renewables & Energy Solutions (R&ES)		(9)	102	1	555
Corporate		(463)	(346)	(2,283)	36
Less: Non-controlling interest (NCI)		50
Shell	Q2 2025	4,264	13,313	11,937	5,817
Shell	Q1 2025	5,577	15,250	9,281	4,175

¹Income/(loss) attributable to shareholders for Q2 2025 is $3.6 billion. Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.
²Chemicals & Products Adjusted Earnings at a subsegment level are as follows – Chemicals $(0.2) billion and Products $0.3 billion.

CFFO excluding working capital of $12.3 billion is helped by derivative inflows and JV dividends received.
Working capital outflow of $0.4 billion reflects a reduction in JV deposits. $1.7 billion of the JV dividends received were previously held in deposit in the Corporate segment.
Net debt excluding leases is $14.3 billion.

$ billion¹	Q2 2024	Q3 2024	Q4 2024	Q1 2025	Q2 2025
Working capital	(0.3)	2.7	2.4	(2.7)	(0.4)
Divestment proceeds	0.8	0.2	0.8	0.6	(0.0)
Free cash flow	10.2	10.8	8.7	5.3	6.5
Net debt	38.3	35.2	38.8	41.5	43.2

¹Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

Q2 2025 FINANCIAL PERFORMANCE DRIVERS

INTEGRATED GAS

Key data	Q1 2025	Q2 2025	Q3 2025 outlook
Realised liquids price ($/bbl)	64	60	—
Realised gas price ($/thousand scf)	7.4	7.2	—
Production (kboe/d)	927	913	910 – 970
LNG liquefaction volumes (MT)	6.6	6.7	6.7 – 7.3
LNG sales volumes (MT)	16.5	17.8	—

Adjusted Earnings were lower than in Q1 2025, reflecting lower prices and significantly lower trading and optimisation results.

UPSTREAM

Key data	Q1 2025	Q2 2025	Q3 2025 outlook
Realised liquids price ($/bbl)	71	64	—
Realised gas price ($/thousand scf)	7.4	6.9	—
Liquids production (kboe/d)	1,335	1,334	—
Gas production (million scf/d)	3,020	2,310	—
Total production (kboe/d)	1,855	1,732	1,700 – 1,900

Adjusted Earnings were lower than in Q1 2025, reflecting lower prices.

MARKETING

Key data	Q1 2025	Q2 2025	Q3 2025 outlook
Marketing sales volumes (kb/d)	2,674	2,813	2,600 – 3,100
Mobility (kb/d)	1,964	2,044	—
Lubricants (kb/d)	87	85	—
Sectors & Decarbonisation (kb/d)	623	684	—

Adjusted Earnings were higher than in Q1 2025, driven mainly by improved Mobility unit margins and seasonally higher volumes.

CHEMICALS & PRODUCTS

Key data	Q1 2025	Q2 2025	Q3 2025 outlook
Refinery processing intake (kb/d)	1,362	1,156	—
Chemicals sales volumes (kT)	2,813	2,164	—
Refinery utilisation (%)	85	94	88 – 96
Chemicals manufacturing plant utilisation (%)	81	72	78 – 86
Indicative refining margin (Updated¹ $/bbl)	6.2	8.9	—
Indicative chemical margin (Updated¹ $/t)	126	166	—

¹Q2 2025 indicative margins reflect the divestment of Singapore Energy and Chemicals (E&C) Park.
Q2 2025 indicative margins if including Singapore E&C Park would have been: Refining – 7.5$/bbl, Chemicals – 143$/t.

Adjusted Earnings were lower than in Q1 2025 with significantly lower trading and optimisation results, reflecting a disconnect between market volatility and supply-demand fundamentals. Chemicals results were impacted by unplanned downtime and a continued weak margin environment.

RENEWABLES & ENERGY SOLUTIONS

Key data	Q1 2025	Q2 2025
External power sales (TWh)	76	70
Sales of pipeline gas to end-use customers (TWh)	184	132
Renewables power generation capacity (GW)*	7.5	7.6
in operation (GW)	3.5	3.9
under construction and/or committed for sale (GW)	4.0	3.8

*Excludes Shell’s equity share of associates where information cannot be obtained.

Adjusted Earnings were in line with Q1 2025 with seasonally lower trading and marketing margins, offset by lower opex.

Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

CORPORATE

Key data	Q1 2025	Q2 2025	Q3 2025 outlook
Adjusted Earnings ($ billion)	(0.5)	(0.5)	(0.7) – (0.5)

UPCOMING INVESTOR EVENTS

October 30, 2025

Third quarter 2025 results and dividends

USEFUL LINKS

Results materials Q2 2025
Quarterly Databook Q2 2025
Webcast registration Q2 2025
Dividend announcement Q2 2025
Capital Markets Day 2025 materials

ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

This announcement includes certain measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP) such as IFRS, including Adjusted Earnings, Adjusted EBITDA, CFFO excluding working capital movements, free cash flow, Divestment proceeds and Net debt. This information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring Shell plc’s operating performance and ability to retire debt and invest in new business opportunities. Shell plc’s management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating the business performance.

This announcement may contain certain forward-looking non-GAAP measures such as Adjusted Earnings and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are estimated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

CAUTIONARY STATEMENT

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement, “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “aspire”; “aspiration”; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, July 31, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

All amounts shown throughout this announcement are unaudited. The numbers presented throughout this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

Shell’s Net Carbon Intensity

Also, in this announcement, we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s Net-Zero Emissions Target

Shell’s operating plan and outlook are forecasted for a three-year period and ten-year period, respectively, and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next three and ten years. Accordingly, the outlook reflects our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plan and outlook cannot reflect our 2050 net-zero emissions target, as this target is outside our planning period. Such future operating plans and outlooks could include changes to our portfolio, efficiency improvements and the use of carbon capture and storage and carbon credits. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans and outlooks to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

The content of websites referred to in this announcement does not form part of this announcement.

We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F and any amendment thereto, File No 1-32575, available on the SEC website www.sec.gov.

The financial information presented in this announcement does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (the “Act”). Statutory accounts for the year ended December 31, 2024 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act.

The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s second quarter 2025 unaudited results available on www.shell.com/investors.

CONTACTS

Media: International +44 207 934 5550; U.S. and Canada: Contact form

The MIL Network –

August 5, 2025

MIL-OSI: Shell plc Second Quarter 2025 Interim Dividend

Source: GlobeNewswire (MIL-OSI)

London, July 31, 2025 − The Board of Shell plc (the “Company”) (XLON: SHEL, XNYS: SHEL, XAMS: SHELL) today announced an interim dividend in respect of the second quarter of 2025 of US$ 0.358 per ordinary share.

Details relating to the second quarter 2025 interim dividend

Per ordinary share (GB00BP6MXD84)	Q2 2025
Shell Shares (US$)	0.358

Shareholders will be able to elect to receive their dividends in US dollars, euros or pounds sterling.

An alternative ‘Electronic Election Entitlement’ (‘EEE’) process is available in CREST for dividends with options elections.

Absent any valid election to the contrary, persons holding their ordinary shares through Euroclear Nederland will receive their dividends in euros.

Absent any valid election to the contrary, shareholders (both holding in certificated and uncertificated form (CREST members)) and persons holding their shares through the Shell Corporate Nominee will receive their dividends in pounds sterling.

The pound sterling and euro equivalent dividend payments will be announced on September 8, 2025.

Per ADS (US7802593050)	Q2 2025
Shell ADSs (US$)	0.716

Cash dividends on American Depositary Shares (“ADSs”) will be paid, by default, in US dollars.

Each ADS represents two ordinary shares. ADSs are evidenced by an American Depositary Receipt (“ADR”) certificate. In many cases the terms ADR and ADS are used interchangeably.

Dividend timetable for the second quarter 2025 interim dividend

Event	Date
Announcement date	July 31, 2025
Ex- Dividend Date for ADSs	August 15, 2025
Ex- Dividend Date for ordinary shares	August 14, 2025
Record date	August 15, 2025
Closing of currency election date (see Note below)	September 1, 2025
Pound sterling and euro equivalents announcement date	September 8, 2025
Payment date	September 22, 2025

Note

A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

Taxation – cash dividends

If you are uncertain as to the tax treatment of any dividends you should consult your tax advisor.

Dividend Reinvestment Programmes (“DRIP”)

The following organisations offer Dividend Reinvestment Plans (“DRIPs”) which enable the Company’s shareholders to elect to have their dividend payments used to purchase the Company’s shares:

Equiniti Financial Services Limited (“EFSL”), for those holding shares (a) directly on the register as certificate holder or as CREST Member and (b) via the Shell Corporate Nominee;

ABN-AMRO NV (“ABN”) for Financial Intermediaries holding shares via Euroclear Nederland;

JPMorgan Chase Bank, N.A. (“JPM”) for holders of ADSs; and

Other DRIPs may also be available from the intermediary through which investors hold their shares and ADSs.

These DRIP offerors provide their DRIPs fully on their account and not on behalf of the Company. Interested parties should contact the relevant DRIP offeror directly.

More information can be found at https://www.shell.com/drip

To be eligible to participate in the DRIPs for the next dividend, shareholders must make a valid dividend reinvestment election before the published date for the close of elections.

Enquiries
Media: International +44 (0) 207 934 5550; U.S. and Canada: https://www.shell.us/about-us/news-and-insights/media/submit-an-inquiry.html

Cautionary Note

The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience to reference Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

Forward-Looking statements

This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; “aspire”; “aspiration”; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; “desire”; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; “vision”; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks, including climate change; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including tariffs and regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, regional conflicts, such as the Russia-Ukraine war and the conflict in the Middle East, and a significant cyber security, data privacy, or IT incident; (n) the pace of the energy transition; and (o) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F and amendment thereto for the year ended December 31, 2024 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, July 31, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

Shell’s net carbon intensity

Also, in this announcement we may refer to Shell’s “net carbon intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “net carbon intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

Shell’s net-zero emissions target

Forward-Looking non-GAAP measures

This announcement may contain certain forward-looking non-GAAP measures such as adjusted earnings and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

The contents of websites referred to in this announcement do not form part of this announcement.

LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom

The MIL Network –

August 5, 2025

MIL-OSI: Crédit Agricole Assurances : Record activity with highest net inflows

Source: GlobeNewswire (MIL-OSI)

Press release Paris, July 31, 2025

Record activity with highest net inflows

H1 2025 KEY FIGURES:

Total premium income¹at a record high of €27.5 billion, up +19.4%
Record first half net inflows²of +€8.2 billion, of which more than half on the General Account
Net income Group share³of €1,016 million, up +5.8% excluding the effect of the exceptional corporate income tax
Solvency II prudential ratio estimated at 202%

“The results of this first half of the year confirm the positive momentum observed over the past few months across all our business lines, both in France and abroad. This revenues growth, which follows a trend that is similar to the one observed last year, is driven by our clients’ needs in both savings and protection. This first half of the year was also marked by investment operations aligned with our commitment to serving the common good, such as our support for the development of Eutelsat and ADIT. More than ever, these results strengthen our commitment and reinforce our strategy at the service of our clients, our partner banks, and more broadly, of society”.
Nicolas Denis, Chief Executive Officer of Crédit Agricole Assurances

DOUBLE-DIGIT ACTIVITY GROWTH, DRIVEN BY SAVINGS AND RETIREMENT BUSINESS

In the first half of 2025, Crédit Agricole Assurances generated record total premium income¹ of €27.5 billion, up +19.4% compared to the end of June 2024. Life insurance business was particularly dynamic in France (+27.8%) driven by the inflow collection of partner banks.

In savings and retirement, premium income¹ reached €20.8 billion at the end of June 2025, up +24.6% year-on-year. The first half year of 2025 benefited from the full effect of the preferential profit sharing (PAB) offers on euro payments, launched at the end of the first half of 2024; these boosted gross inflows² on the General Account to €13.9 billion (+29.5%). Unit-Linked gross inflows² totalled €6.9 billion, up +15.9% compared to the first half of 2024. As a result, the share of Unit-Linked within gross inflows² stood at 33.2% (-2.5 points year on-year).

Net inflows² set a half year record of +€8.2 billion, up +€5.7 billion compared to the first half of 2024. By product, net inflows² amounted to +€4.4 billion on the General Account and +€3.8 billion on Unit-linked.

Life insurance outstandings⁴ reached €359.4 billion at the end of June 2025 thanks to very strong net inflows and a positive market effect. They included €251.0 billion on the General Account (+3.2% over six months) and €108.4 billion on Unit-Linked (+4.1% over six months). Unit-Linked reserves represented 30.2% of total life insurance outstandings at the end of June 2025, up +0.2 point compared to December 31, 2024.

In property and casualty, the business continued to grow with gross written premiums¹ up +8.5% compared to the end of June 2024, reaching €4.0 billion. The portfolio exceeded 16.9 million contracts and grew by +2.8%, representing a net contribution of nearly 470,000 contracts over one year; in addition to the price increases induced by climate change and the inflation of repair costs, the average premium benefited from changes in the product mix.

Equipment rates within the Crédit Agricole Group’s banks kept growing year-on-year, at the Regional Banks (44.2%⁵, up +0,7 point), LCL (28.4%⁵, up +0.6 point) and CA Italia (20.6%⁶, up +0.9 point).

In personal protection (death and disability / creditor / group insurance⁷), gross written premiums¹ increased by +1.8% compared to the end of June 2024, to €2.7 billion. Group insurance (+12.0%) and individual death and disability (+4.8%) recorded good performances. Creditor insurance was down slightly (-1.4%), notably due to international consumer credit.

RESILIENT RESULTS REFLECTING BUSINESS GROWTH

Crédit Agricole Assurances’ net income Group share reached €1,016 million for the first half of 2025, down -1.7% over one year. Adjusted for the exceptional tax contribution on the profits of large companies, Crédit Agricole Assurances’ net income Group share rose by +5.8%, reflecting the change in revenues.

The combined ratio⁸ was stable year-on-year at 94.7% (+0.1 point compared to June 2024).
With a neutral impact of discount, the net undiscounted combined ratio increased by +0.1 point over one year to stand at 97.4%.

The Contractual Service Margin⁹ amounted to €26.8 billion at the end of the first half of 2025, up +6.3% since December 31, 2024. It included a strong contribution from new business of €1.7 billion, driven by revenues growth higher than the release through P&L (-€1.1 billion). Stock revaluation effect stood at +€1.0 billion due to positive market effect.

SOLVENCY

At the end of June 2025, Crédit Agricole Assurances once again demonstrated its strength, with a Solvency II prudential ratio estimated at 202%.

RATINGS

Rating agency	Date of last decision	Main operating subsidiaries	Crédit Agricole Assurances S.A.	Outlook	Subordinated debt
					Tier 2	Restricted Tier 1
S&P Global Ratings	October 3, 2024	A+	A	Stable	BBB+	BBB

HIGHLIGHTS SINCE THE LAST PUBLICATION

About Crédit Agricole Assurances
Crédit Agricole Assurances, France’s leading insurer, is Crédit Agricole group’s subsidiary, which brings together all the insurance businesses of Crédit Agricole S.A. Crédit Agricole Assurances offers a range of products and services in savings, retirement, health, personal protection and property insurance. They are distributed by Crédit Agricole’s banks in France and in 9 countries worldwide, and are aimed at individual, professional, agricultural and business customers. At the end of 2024, Crédit Agricole Assurances had more than 6,700 employees. Its 2024 premium income (non-GAAP) amounted to 43.6 billion euros.
www.ca-assurances.com

Press contacts
Géraldine Bailacq +33 (0)6 81 75 87 59
Nicolas Leviaux +33 (0)6 19 60 48 53
Julien Badé +33 (0)7 85 18 68 05
service.presse@ca-assurances.fr

Investor relations contacts
Yael Beer-Gabel +33 (0)1 57 72 66 84
Gaël Hoyer +33 (0)1 57 72 62 22
Sophie Santourian +33 (0)1 57 72 43 42
Cécile Roy +33 (0)1 57 72 61 86
relations.investisseurs@ca-assurances.fr

Appendix – Activity analysis by geographic area

Geographic area	H1 2025 revenues¹ In billion euros	H1 2024 revenues¹ In billion euros	Change over 1 year At constant scope
France	23.5	18.9	+24.1%
Italy	3.0	3.0	+0.5%
Other countries	1.1	1.2	-9.0%

¹« Non-GAAP » revenues
²In local GAAP
³The contribution to the net income Group share of Crédit Agricole S.A. amounted to €997 million. The difference with Crédit Agricole Assurances’ net income Group share was mainly due to analytical restatements amounting to €16 million
⁴Savings, Retirement and Protection (funeral)
⁵Percentage of Regional banks and LCL customers with at least one motor, home, health, legal, mobile/portable or personal accident insurance policy marketed by Pacifica, French Crédit Agricole Assurances’ non-life insurance subsidiary
⁶Percentage of CA Italia network customers with at least one policy marketed by CA Assicurazioni, Italian Crédit Agricole Assurances’ non-life insurance subsidiary
⁷Excluding savings and retirement
⁸P&C combined ratio in France (Pacifica scope) including discounting and excluding undiscounting, net of reinsurance: (claims + operating expenses + commissions) to gross earned premiums
⁹CSM or Contractual Service Margin: corresponds to the expected profits by the insurer on the insurance activity, over the duration of the contract, for profitable contracts, for Savings, Retirement, Death and Disability and Creditor products

Attachment

Press release – CAA H1 2025 results

The MIL Network –

August 5, 2025

MIL-OSI: Exosens launches a share buyback programme
Source: GlobeNewswire (MIL-OSI)

PRESS RELEASE
MÉRIGNAC, FRANCE – 31 JULY 2025

EXOSENS LAUNCHES A SHARE BUYBACK PROGRAMME

Exosens (the “Company”) announces the launch of a share buyback programme and has today entered into an agreement with an investment services provider to repurchase a maximum of 240,000 shares. The buyback period will commence on 31 July 2025 and end on 31 October 2025.

The shares repurchased under this mandate are intended to be used to cover performance share plans for employees of the Group.

This programme is implemented pursuant to the authorisation granted by the Company’s General Meeting of Shareholders held on 23 May 2025, under the terms of the 10th resolution. The purchase price shall not exceed the maximum price authorised by the shareholders at that meeting.

Further details on the programme can be found in section 7.3.4 of the 2024 Universal Registration Document of Exosens.

All information regarding share repurchases carried out under this programme will be made available on the Company’s website: www.exosens.com (under: Home > Investors > Regulated Information > Share Buyback Programme).

About Exosens

Exosens is a high‐tech company, with more than 85 years of experience in the innovation, development, manufacturing and sale of high‐end electro‐optical technologies in the field of amplification, detection and imaging. Today, it offers its customers detection components and solutions such as travelling wave tubes, advanced cameras, neutron & gamma detectors, instrument detectors and light intensifier tubes. This allows Exosens to respond to complex issues in extremely demanding environments by offering tailor‐made solutions to its customers. Thanks to its sustained investments, Exosens is internationally recognized as a major innovator in optoelectronics, with production and R&D carried out on 11 sites in Europe and North America, and employs over 1,900 employees. Exosens is listed on the compartment A of the Euronext Paris regulated market (ticker: EXENS; ISIN: FR001400Q9V2). Exosens is a member of Euronext Tech Leaders segment and is also included in several indices, including the SBF 120, CAC All-Tradable, CAC Mid 60, FTSE Total Cap and MSCI France Small Cap. For more information: www.exosens.com.

Investor relations

Laurent Sfaxi, l.sfaxi@exosens.com

Attachment
- 2025_07_31_Exosens_Share Buyback_VA
The MIL Network –
August 5, 2025
All seven accused acquitted in 2008 Malegaon blast case by NIA court

Source: Government of India

Source: Government of India (4)

In a major verdict, a special National Investigation Agency (NIA) court on Thursday acquitted all seven accused in the 2008 Malegaon blast case, including BJP MP Sadhvi Pragya Singh Thakur and Lt Colonel Prasad Shrikant Purohit.

The court dropped all charges under the Unlawful Activities (Prevention) Act (UAPA), the Arms Act, and the Indian Penal Code (IPC), citing lack of sufficient evidence.

The blast occurred on September 29, 2008, when a bomb strapped to a motorcycle exploded near the Bhikku Chowk mosque in Malegaon, Nashik district, Maharashtra. The explosion took place during the holy month of Ramzan and just ahead of the Hindu festival of Navratri. It claimed six lives and injured over 100 people in the communally sensitive town.

The verdict, delivered after nearly 17 years of legal proceedings, came in a packed courtroom where all accused were present as per the court’s direction. The court also ordered compensation of ₹2 lakh to the families of each of the six deceased and ₹50,000 to each injured victim.

The trial involved a massive case file exceeding one lakh pages. Hearings concluded in April this year, and the court had reserved its judgment on April 19. Due to the scale and complexity of the case, the court took additional time to scrutinise the material thoroughly before pronouncing the verdict.

During the trial, the prosecution examined 323 witnesses. However, 34 of them turned hostile, significantly weakening the prosecution’s case.

The case was initially investigated by the Maharashtra Anti-Terrorism Squad (ATS), which arrested the accused and filed the first charge sheet. In 2011, the probe was transferred to the NIA, which filed a supplementary charge sheet in 2016, dropping charges against several accused, including Sadhvi Pragya, citing insufficient evidence under stringent anti-terror laws.

All accused were out on bail during the trial. They had been facing serious charges including conspiracy, murder, and use of explosives under the UAPA and IPC.

— IANS

August 5, 2025
MIL-OSI Security: Former Guam Corrections Officer Sentenced to 120 Months in Federal Prison for Attempted Enticement of a Minor

Source: Office of United States Attorneys

Hagåtña – SHAWN N. ANDERSON, United States Attorney for the Districts of Guam and the Northern Mariana Islands, announces that, Raymond T. Tammed, age 30, from Piti, Guam, was sentenced to 120 months imprisonment in the U.S. District Court of Guam for Attempted Enticement of a Minor, in violation of 18 U.S.C. § 2422(b). The Court also ordered five years of supervised release and a $100 mandatory assessment fee. Under the Sex Offender Registration and Notification Act, Tammed must register in every jurisdiction he resides, works, and goes to school.

In May of 2024, federal investigators conducted an internet-based operation to identify and arrest individuals seeking to engage in sexual activity with minors on Guam. During that operation, Tammed contacted an undercover agent posing as a 13-year-old girl. Despite believing that he was conversing with an underage girl, Tammed sent sexually explicit messages, sought to arrange a sexual encounter, and sent the undercover agent a selfie and a picture of his genitals. Tammed later arranged to meet the undercover agent at the Andersen Air Force Base Visitors Center, where Tammed was arrested upon arrival.

“This case demonstrates the dangers faced by our children during online activity,” stated United States Attorney Anderson. “We will continue these undercover operations to protect our communities from sexual predators. I applaud the efforts of law enforcement in bringing Tammed to justice.”

“Keeping our children safe from exploitation and abuse is the highest priority. By taking predators like Tammed off the street, we are ensuring the safety of the most vulnerable members of our community,” said Homeland Security Investigations Special Agent in Charge Lucy Cabral-DeArmas. “HSI will continue to seek justice to keep our children safe with zero tolerance for this heinous crime.”

Investigation was conducted by Homeland Security Investigations and Air Force Office of Special Investigations Service, Detachment 602.

This case was prosecuted by Benjamin K. Petersburg, Assistant United States Attorney in the District of Guam.

This case was brought as part of Project Safe Childhood, a nationwide initiative to combat the growing epidemic of child sexual exploitation and abuse launched in May 2006 by the Department of Justice. Led by U.S. Attorneys’ Offices and CEOS, Project Safe Childhood marshals federal, state, and local resources to better locate, apprehend and prosecute individuals who exploit children via the Internet, as well as to identify and rescue victims. For more information about Project Safe Childhood, please visit Justice.gov/PSC.

#

MIL Security OSI –

August 5, 2025
MIL-OSI: International Petroleum Corporation to release Second Quarter 2025 Financial and Operational Results on August 5, 2025
Source: GlobeNewswire (MIL-OSI)

International Petroleum Corporation (IPC) (TSX, Nasdaq Stockholm: IPCO) will publish its financial and operating results and related management’s discussion and analysis for the three and six months ended June 30, 2025, on Tuesday, August 5, 2025 at 07:30 CEST, followed by an audiocast at 09:00 CEST.

Listen to William Lundin, President and CEO, and Christophe Nerguararian, CFO, commenting on the second quarter 2025 financial and operating results and the latest developments from IPC.

Follow the presentation live starting at 09:00 CEST on Tuesday, August 5, 2025 on www.international-petroleum.com or using the link or dial-in details below:

Presentation Link: https://ipc.videosync.fi/2025-08-05

Dial-in numbers

Canada/USA: +1 786 697 3501
UK: +44 33 0551 0200
Sweden: +46 8 5052 0424

Password

Quote “IPC” when prompted by the operator

International Petroleum Corp. (IPC) is an international oil and gas exploration and production company with a high quality portfolio of assets located in Canada, Malaysia and France, providing a solid foundation for organic and inorganic growth. IPC is a member of the Lundin Group of Companies. IPC is incorporated in Canada and IPC’s shares are listed on the Toronto Stock Exchange (TSX) and the Nasdaq Stockholm under the symbol “IPCO”.

For further information, please contact:

Rebecca Gordon
SVP Corporate Planning and Investor Relations
rebecca.gordon@international-petroleum.com
Tel: +41 22 595 10 50 Robert Eriksson
Media Manager
reriksson@rive6.ch
Tel: +46 701 11 26 15

Forward-Looking Statements
This press release contains statements and information which constitute “forward-looking statements” or “forward-looking information” (within the meaning of applicable securities legislation). Such statements and information (together, “forward-looking statements”) relate to future events, including the Corporation’s future performance, business prospects or opportunities. Actual results may differ materially from those expressed or implied by forward-looking statements. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. Forward-looking statements speak only as of the date of this press release, unless otherwise indicated. IPC does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws.

All statements other than statements of historical fact may be forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, forecasts, guidance, budgets, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “forecast”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “budget” and similar expressions) are not statements of historical fact and may be “forward-looking statements”.

Attachment
- IPC PR 2025_Q2 release advance 31-07-2025
The MIL Network –
August 5, 2025

MIL-OSI: CLIQ: Invitation to Second Quarter 2025 Results Presentation

Source: GlobeNewswire (MIL-OSI)

DÜSSELDORF, 31 July 2025 – The CLIQ Group will report and present its second quarter 2025 financial results and highlights on Thursday, 7 August 2025.

The 2Q/6M 2025 Financial Report and a slides deck to accompany the earnings call will be available at https://cliqdigital.com/investors from 7.30 a.m. CEST.

Earnings call

A live audio webcast conducted in English will be held at 2.00 p.m. CEST on 7 August 2025 with presentations from Luc Voncken, CEO, and Ben Bos, member of the Management Board.

Questions submitted before 12.00 p.m. CEST via email to investors@cliqdigital.com will be answered after the presentations.

Please click on the link below to register for this webcast:

https://cliqdigital.zoom.us/webinar/register/WN_c0n3F_byTX2d2wipi_uEGQ

ZOOM details will be sent to you via email post registration and a replay of the webcast will be available shortly after the call at: https://cliqdigital.com/investors/financials/financial-reporting.

Contacts

Investor Relations:
Sebastian McCoskrie, s.mccoskrie@cliqdigital.com, +49 151 52043659

Financial calendar

Half-year financial report 2025 & earnings call	Thursday	7 August 2025
Annual General Meeting 2025	Thursday	21 August 2025
Financial report 3Q/9M 2025 and earnings call	Thursday	6 November 2025

About CLIQ

The CLIQ Group is a data-driven, online performance marketing company that sells bundled subscription-based digital products to consumers worldwide. The Group licenses content from partners, bundles it to digital products, and sells them via performance marketing. CLIQ is expert in turning consumer interest into sales by monetising online traffic using an omnichannel approach.

CLIQ operated in 40 countries and employed 132 staff from 33 different nationalities as at 31 December 2024. The company is headquartered in Düsseldorf and has offices in Amsterdam and Paris. CLIQ is listed in the Scale segment of the Frankfurt Stock Exchange (ISIN: DE000A35JS40, GSIN/WKN: A35JS4) and is a constituent of the MSCI World Micro Cap Index.

Visit our website at https://cliqdigital.com/investors. Here you will find all publications and further information about CLIQ. You can also follow us on LinkedIn.

The MIL Network –

August 5, 2025

MIL-OSI: The recording of Artea Bank Investor Conference Webinar of introducing the financial results for 6M 2025

Source: GlobeNewswire (MIL-OSI)

During the Investor Conference Webinar by Vytautas Sinius, CEO and Tomas Varenbergas, Head of Investment Management Division introduced the Bank’s financial results for 6M 2025 and recent developments and answered the participant questions afterwards.

The recording of it can be found on Nasdaq youtube channel there.

Presentation and the recording of webinar are also posted on the Bank’s website https://www.artea.lt/en/investors

Artea Bank thanks all participants.

If you would like to receive Artea Bank news for investors directly to your inbox, subscribe to our newsletter.

Additional information:

Tomas Varenbergas

Head of Investment Management Division

tomas.varenbergas@artea.lt , +370 610 44447

The MIL Network –

August 5, 2025
MIL-OSI Africa: Op-Ed: Financing Energy Access in Africa: Leveraging Fossil Fuel Revenues to End Energy Poverty

Source: APO

NJ Ayuk, Executive Chairman of the African Energy Chamber

In an emissions-focused world, do oil and gas revenues have a role to play in ending energy poverty in Africa? It may sound counterintuitive, but many would argue that they do, albeit as enablers of a future powered by alternative energy sources.

The key lies in recognizing that Africa’s situation is unique, and solutions take time, building on what we have and what we can do with it. This means that, in working towards a just energy transition, the continent’s oil and gas resources shouldn’t be viewed as obstacles that need to be immediately replaced by renewable energy sources. Instead, rather than prematurely phasing out fossil fuels in response to global pressure, Africa should harness these revenues responsibly to finance its energy transition and ultimately eradicate energy poverty.

Prioritizing Development Alongside Sustainability

Nearly 600 million Africans still live without access to electricity (https://apo-opa.co/3IV6Rd8). This access is a fundamental human right, yet energy poverty remains one of the continent’s most significant barriers to development. This undermines health systems, education, industrialization, and dignity. As the world debates how to rapidly achieve net-zero, Africa’s priority is different: how to power its people now, while building a sustainable future.

Measuring Africa’s energy transition progress against external calls for an abrupt end to fossil fuels risks leaving millions behind. Our continent contributes less than 4% (https://apo-opa.co/40Ilfvu) to global emissions, yet we are expected to decarbonize at the same pace as industrialized nations that built their wealth on hydrocarbons.

Instead, the continent’s abundance of fossil fuels should be viewed as a bridge, not a barrier. The African Energy Chamber (AEC) Africa-Paris Declaration (https://apo-opa.co/4l4JTO2) underscores this principle – Africa’s oil and gas revenues can and must be used as a financial lever to invest in electrification, clean energy, and infrastructure projects. This pragmatic and just approach prioritizes development alongside sustainability, not instead of.

There are several ways to achieve this. First, reinvesting oil and gas revenues into rural electrification can transform communities. Decentralized solutions like off-grid solar and mini-grids offer practical ways to reach remote areas. Although urban dwellers do experience power outages, for many rural populations, it’s a way of life. For the mother cooking with firewood or the student studying by candlelight, a small solar grid is life-changing. Fossil fuel revenues can finance these systems at scale, bridging the immediate access gap while longer-term grid expansions are in progress.

Second, establishing innovative financing mechanisms is essential. For instance, the fledgling Africa Energy Bank (https://apo-opa.co/4laFrh1) aims to bridge the continent’s estimated $31 billion to $50 billion annual energy funding gap by focusing predominantly on financing energy projects. Launched in 2025, the bank is poised to play a transformative role in mobilizing capital for African energy projects. Additionally, global investors are increasingly exploring energy investment opportunities in Africa. In support of this, development finance institutions, such as the African Development Bank, the World Bank, and the International Finance Corporation, are de-risking investments by offering concessional loans, guarantees, and technical assistance, making investment in African energy projects more attractive. 

Third, policy reforms that create enabling environments are critical. Here, governments have a role to play in prioritizing revenue-generating projects, creating stable regulatory frameworks, and offering incentives for public-private partnerships. This will support investment, reduce risks, and unlock the transformative power of energy access.

These solutions demonstrate the importance of a fair and equitable transition and the vital role that fossil fuels will continue to play in achieving this goal. They also prove that this goal is achievable, even if it is on the continent’s own terms.

Unique Solutions to Africa’s Energy Challenges

Africa’s path to net-zero has the same end goal as the rest of the world, but it can’t mirror their journey. Our starting points are different, and our development needs are urgent. We understand that climate action can’t be delayed. But it can be just, inclusive, and rooted in African realities. And it can also be supported by revenues from our abundant natural resources.

The Africa-Paris Declaration notes that ‘a fair transition recognizes that fossil fuels remain valuable for Africa’s development, prosperity, and energy access goals. Africa doesn’t need to choose between oil and gas or renewables. Given our current position, all are important and require both strategic and sensible deployment. Fossil fuels generate the revenues to invest in solar, wind, hydropower, and grid infrastructure. They fuel industries that create jobs. They support healthcare, education, and innovation.

When managed responsibly, Africa’s fossil fuel revenue can serve as a bridge to a brighter, greener, and more prosperous continent. Will it be quick and easy? No. Will some question the approach? Most certainly. But the alternative is leaving hundreds of millions of people in the dark.

Distributed by APO Group on behalf of TotalEnergies.

Media files

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MIL OSI Africa –

August 5, 2025
MIL-OSI Australia: Serious crash Ethelton

Source: New South Wales – News

Police are on the scene of a serious crash at Ethelton.

Just after 5pm today emergency services were called to the intersection of Maud Street and Carlisle Street after reports of a crash involving a motorbike.

Carlisle Road is currently closed to traffic.

Major Crash Investigators are attending the scene.

Please avoid the area.

MIL OSI News –

August 5, 2025
MIL-OSI Australia: Arrest after fatal crash at Tranmere

Source: New South Wales – News

A man has been arrested following a fatal crash last week.

A pedestrian was struck by a Honda sedan on Glynburn Road, near Richardson Avenue, Tranmere, just before 6am on Friday 25 July.

Sadly, the 53-year-old Tranmere woman died at the scene.

Neither the driver, a 21-year-old Hectorville man, nor his 24-year-old passenger were physically injured in the collision.

Today, Thursday 31 July, Major Crash Investigators arrested the driver of the Honda. He has been charged with causing death by dangerous driving.

He was granted police bail to appear in Adelaide Magistrates Court on 15 October.

MIL OSI News –

August 5, 2025

MIL-OSI Asia-Pac: Government’s financial results for three months ended June 30, 2025

Source: Hong Kong Government special administrative region

Government’s financial results for three months ended June 30, 2025

June 30, 2025
HK$ millionJune 30, 2025
HK$ millionand repayment of
Government Bondsissuance of
Government BondsGovernment Bonds*and repayment of
Government BondsGovernment Debts as at June 30, 2025 (Note 3)
HK$323,357 million
Debts Guaranteed by Government as at June 30, 2025 (Note 4)
HK$121,369 million

TABLE 2. FISCAL RESERVES

June 30, 2025
HK$ millionJune 30, 2025
HK$ millionissuance and repayment of
Government Bonds(Note 5)Notes:

1. This Account consolidates the General Revenue Account and the following eight Funds: Capital Works Reserve Fund, Capital Investment Fund, Civil Service Pension Reserve Fund, Disaster Relief Fund, Innovation and Technology Fund, Land Fund, Loan Fund and Lotteries Fund. It excludes the Bond Fund, the balance of which is not part of the fiscal reserves. The Bond Fund balance as at June 30, 2025, was HK$216,709 million.Issued at HKT 16:30

NNNN

MIL OSI Asia Pacific News –

August 5, 2025

MIL-OSI Submissions: Masked and armed agents are arresting people on US streets as aggressive immigration enforcement ramps up

Source: The Conversation – UK – By Dafydd Townley, Teaching Fellow in US politics and international security, University of Portsmouth

There are masked men, and some women, on the streets in American cities, sometimes travelling in unmarked cars, often carrying weapons and wearing military-style kit. They have the power to identify, arrest, detain non-citizens and deport undocumented immigrants. They also have the right to interrogate any individual who they believe is not a citizen over their right to remain in the US.

These are agents from US Immigration and Customs Enforcement Agency, known as Ice. This is a federal law enforcement agency, which falls under the control of the Department of Homeland Security (DHS), and is playing a significant and contentious role in the implementation of Donald Trump’s tough immigration policy.

On the campaign trail Trump promised “the largest domestic deportation operation in American history”. And he is giving Ice more power to deliver his plans.

Since Trump took office in January, Ice funding has been significantly increased. Trump’s “big beautiful bill”, passed by Congress in July 2025, gave Ice US$75 billion (£55 billion) of funding for the next four years, up from around US$8 billion a year.

This funding boost will allow the agency to recruit more agents as well as adding thousands more beds plus extensions to buildings to increase the capacity of detention centres. There is also new funding for advanced surveillance tools including AI-assisted facial recognition and mobile data collection. There’s another US$30 billion going to frontline operations, covering removing immigrants and transport to detention centres.

The president has committed to deporting everyone who is in the US illegally, that is estimated by the Wall Street Journal to be about 4% of the current US population. For the past five months, the numbers of people being picked up by Ice agents has been ticking up fast.

Average daily arrests were up 268% to about 1,000 a day in June 2025, compared with the same month a year earlier. This was also a 42% rise on May 2025, according to data analysis from the Guardian and the Deportation Data Project. However, this is still considerably short of the 3,000 a day ordered by secretary of homeland security Kristi Noem and White House deputy chief of staff Stephen Miller.

Ice’s tactics have already attracted significant criticism. Right-leaning broadcaster Fox News has reported on how masked agents are not showing ID or naming their agency when picking up people in raids. Other reporting has highlighted allegations that American citizens are also sometimes being swept up in the raids.

The agency, currently led by acting director Todd M. Lyons, has three main divisions: the Enforcement and Removal Operations division, which identifies and deports undocumented immigrants as well as manages detention centres. The Homeland Security Investigations, which investigates criminal activities with an international or border nexus such as human trafficking, narcotics, and weapons smuggling. The Office of the Principal Legal Advisor provides legal advice to Ice and prosecutes immigration cases in court.

Lyons claimed that mask wearing was necessary because of Ice agents being “doxed” – when a person’s personal information such as names and home addresses are revealed online without their permission. Assaults on Ice agents have risen, he claimed. DHS data suggested that there were 79 assaults on Ice agents from January to June 2025, compared to ten in the same period in 2024.

Democratic House minority leader Hakeem Jeffries compared mask wearing by Ice agents to secret police forces in authoritarian regimes. “We’re not behind the Iron Curtain. This is not the 1930s.”

Read more:
ICE has broad power to detain and arrest noncitizens – but is still bound by constitutional limits

The Ice agency was established in 2003 by the George W. Bush administration, partly as a result of the 9/11 terrorist attacks, and was part of a broader reorganisation of federal agencies under the then newly created DHS. It incorporated parts of the former Immigration and Naturalization Service (INS) and some elements of the US Customs Service.

According to the agency’s website, Ice’s core mission is “to protect America through criminal investigations and enforcing immigration laws to preserve national security and public safety”.

News coverage of Ice agents wearing masks and not identifying themselves.

What’s changed?

At the start of the administration in January, the White House gave Ice the authority to hasten the deportation of immigrants that had entered the country with government authorisation during the previous administration. This “expedited removal” authority allowed Ice to deport individuals without requiring an appearance before an immigration judge.

As arrests have grown in the past months, Lyons told CBS News that Ice would detain any undocumented immigrant, even if they did not have a criminal record.

And the Trump administration has also allowed Ice agents to make arrests at immigration courts, which had previously been off limits. This restriction was introduced by the Biden administration in 2021 to ensure witnesses, victims of crimes and defendants would still appear in court without fear of arrest for immigration violations, unless the target was a national security threat.

Protests over Ice raids have spread across California.

However, Lyons rescinded those restrictions in May, part of a broader shift towards aggressive enforcement.

Much of the time, Ice has targeted illegal immigrants. But the agency has also arrested and detained some individuals who were residents (green card holders) or tourists – and, in some cases, citizens.

In recent weeks, according to the Washington Post, Ice has been ordered to increase the number of immigrants shackled with GPS-enabled ankle monitors. This would significantly increase the number of immigrants that are under surveillance. Ankle monitors also restrict where people can travel.

Sparking protests

There have been numerous public protests about Ice raids, most notably in California. This peaked on June 6 after Ice had conducted numerous raids in Los Angeles, resulting in clashes between agents and protesters. This led to the White House sending around 2,000 National Guard troops and 700 Marines to Los Angeles, despite opposition from California governor Gavin Newsom.

Part of the friction between the Trump administation and the state is that Los Angeles and San Francisco have adopted local policies to limit cooperation with federal immigration authorities including Ice. California has sanctuary laws, such as SB 54, that prohibit local police and sheriffs from assisting Ice with civil immigration enforcement.

However, Trump shows every sign of pushing harder and faster to crack down on illegal immigrants, and Ice agents are clearly at the forefront of how he aims to do it.

Dafydd Townley does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Masked and armed agents are arresting people on US streets as aggressive immigration enforcement ramps up – https://theconversation.com/masked-and-armed-agents-are-arresting-people-on-us-streets-as-aggressive-immigration-enforcement-ramps-up-261499

MIL OSI –

August 5, 2025
MIL-OSI United Kingdom: Directors banned after Stoke firm made hundreds of thousands of nuisance calls
Source: United Kingdom – Executive Government & Departments

Press release

Directors banned after Stoke firm made hundreds of thousands of nuisance calls

The company also received a £150,000 fine from the Information Commissioner’s Office
Mohammed Liaqat and Rubani Ghulam were directors of a company which harassed people with nuisance cold-calls in 2020 and 2021

Posh Windows UK Ltd, based in Stoke-on-Trent, made more than 400,000 unsolicited marketing calls trying to sell home improvements within a nine-month period

Both have now been disqualified as company directors following investigations by the Insolvency Service

Two businessmen from Stoke-on-Trent who allowed their home improvements company to make hundreds of thousands of nuisance cold-calls have been banned as directors.

Mohammed Liaqat, 37, and Rubani Ghulam, 55, were directors of Posh Windows UK Ltd, which specialised in a range of products including windows, doors and conservatories.

However, the company made 461,062 unsolicited marketing calls in a nine-month period between August 2020 and April 2021.

The calls were to people who had registered with the Telephone Preference Service (TPS), a statutory register of people who have said they do not want to receive marketing calls. 

Posh Windows UK Ltd was fined £150,000 by the Information Commissioner’s Office (ICO) in 2022 but went into liquidation in the same year without having paid any of the fine.

Liaqat, of Clarke Street, and Ghulam, of Thorndyke Street, have now been disqualified as company directors for four years.

Simon Gillett, Chief Investigator at the Insolvency Service, said:

Mohammed Liaqat and Rubani Ghulam allowed their company to make nearly half a million nuisance calls to people who had explicitly said they did not want to receive marketing calls, causing significant inconvenience to members of the public.

Many of the victims were also subjected to aggressive pressure tactics and repeated calls.

Directors who ignore privacy regulations and allow their companies to harass the public through relentless cold-calling will face the consequences. In this case, both Liaqat and Ghulam have been banned from running companies for four years, protecting consumers from further misconduct.

Posh Windows UK Ltd was based on Cheapside in Stoke-on-Trent, with Liaqat and Ghulam appointed as directors in 2018.

The company first came to the attention of the ICO in January 2021 when one of its employees received an unsolicited direct marketing call in the evening.

During the call, the caller referred to government grants for home improvements and wanted to book an appointment for the following day.

They only hung up when the recipient told them that the telephone number was registered with the TPS.

Further complaints to the TPS and ICO indicated that pressure tactics were being used and constant calls were made, often outside standard business hours. Some callers were called more than 10 times, even after they had told them to stop.

In total, Posh Windows UK Ltd made 630,971 calls between 1 August 2020 and 30 April 2021. Of those, 461,062 were made to subscribers whose telephone numbers had been registered with the TPS for more than 28 days

All but 84 of the 461,062 calls were made from a withheld number, breaching privacy regulations.

ICO investigations began in March 2021 but Liaqat still allowed the company to trade for more than a year without the ability to adequately screen numbers against the TPS register.

Andy Curry, Head of Investigations at the ICO, said:

We welcome the decision to disqualify Mohammed Liaqat and Rubani Ghulam as directors of Posh Windows UK Ltd.

Nobody should be made to feel uncomfortable or distressed after simply answering the phone, and our investigation found that this company showed complete disregard for both the law and the thousands of people they were aggressively pestering.

Our Financial Investigation Unit works closely with the Insolvency Service to bring companies and directors to account. By disrupting the non-compliant activities of directors such as Mohammed Liaqat and Rubani Ghulam, we can help ensure they can’t easily resurface under a different name and continue to cause further harm to people.

The Secretary of State for Business and Trade accepted disqualification undertakings from Liaqat and Ghulam, and their bans started on Thursday 31 July.

The undertakings prevent them from being involved in the promotion, formation or management of a company, without the permission of the court. 

Further information

Mohammed Liaqat is of Clarke Street, Stoke-on-Trent. His date of birth is 2 May 1988

Rubani Ghulam is of Thorndyke Street, Stoke-on-Trent. His date of birth is 31 August 1969

Posh Windows UK Ltd (company number 09223929)

Individuals subject to a disqualification order or undertaking are bound by a range of restrictions

Further information about the work of the Insolvency Service, and how to complain about financial misconduct

About us

The Insolvency Service is a government agency that helps to deliver economic confidence by supporting those in financial distress, tackling financial wrongdoing and maximising returns to creditors.

The Insolvency Service is an executive agency, sponsored by the Department for Business and Trade.

Read more about what we do

Press Office

Journalists with enquiries can call the Insolvency Service Press Office on 0303 003 1743 or email press.office@insolvency.gov.uk (Monday to Friday, 9am to 5pm).

Out of hours

For any out of hours media enquiries, please contact the Department for Business and Trade (DBT) newsdesk on 020 7215 2000.

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Updates to this page

Published 31 July 2025
MIL OSI United Kingdom –
August 5, 2025
MIL-OSI China: Beijing invites overseas talent to explore opportunities

Source: People’s Republic of China – State Council News

The summer session of the 14th Beijing Tour for Overseas Talents, a crucial channel for overseas talent to connect with Beijing and develop in the city, commenced on Tuesday at HICOOL industrial park in Beijing’s Shunyi district.

As a platform of international talent exchange and cooperation, the tour brought nearly 30 representatives of student associations and international students from 16 prestigious universities — including Yale University, Columbia University, New York University, and the University of Milan — to engage in networking and matchmaking sessions with leading enterprises and innovation parks in the Chinese capital.

At the opening ceremony, the Investment Promotion Service Center of Shunyi District presented the region’s development environment, highlighting its unique advantages in industrial clusters and business-friendly policies. A service station for overseas student associations was also established to provide comprehensive support for international students who intend to start their careers in Beijing.

During the tour, overseas talent will also visit selected districts in Beijing and the Xiong’an New Area to gain firsthand insight into the city’s innovation and entrepreneurship environment, as well as the latest development in Xiong’an.

The “Hong Kong Talents Beijing Tour” was held concurrently, with 32 outstanding individuals from seven renowned universities — including the University of Hong Kong, the Hong Kong University of Science and Technology, and the Chinese University of Hong Kong — invited to visit and engage in exchange activities in Beijing.

MIL OSI China News –

August 5, 2025
MIL-OSI Asia-Pac: Hong Kong Customs detects case involving precious metals and stones dealer carrying out specified cash transaction without Category B registration

Source: Hong Kong Government special administrative region – 4

Hong Kong Customs yesterday (July 30) detected a case involving a local watch company that conducted a cash transaction valued at over HK$120,000, while not being a Category B registrant under the Dealers in Precious Metals and Stones Regulatory Regime. A director of the company was arrested.

The investigation is ongoing. The arrested person has been released on bail.

According to the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615), the Regime came into effect on April 1, 2023. Any person who is seeking to carry on a business of dealing in precious metals and stones in Hong Kong and engage in any transaction(s) (whether making or receiving a payment) with a total value at or above HK$120,000 in Hong Kong is required to register with the Commissioner of Customs and Excise.

In particular, no person other than a Category B registrant may carry out a cash transaction with a total value at or above HK$120,000 in the course of business of dealing in precious metals and stones. Any dealer who is not a Category B registrant, who claims to be a Category B registrant, claims to be authorised to carry out, or carries out any cash transaction(s) with a total value at or above HK$120,000, commits an offence and is liable on conviction to a maximum fine of HK$100,000 and imprisonment for six months.

Customs reminds dealers in precious metals and stones that they must obtain the relevant registration before they can carry out any cash or non-cash transaction(s) with a total value at or above HK$120,000.

For the forms, procedures and guidelines to submit applications for registration, please visit the website for the Dealers in Precious Metals and Stones Registration System (www.drs.customs.gov.hk) or Customs’ webpage (www.customs.gov.hk/en/service-enforcement-information/anti-money-laundering/supervision-of-dealers-in-precious-metals-and-ston/index.html).

Members of the public may report any suspected transactions involving precious metals and stones with a total value at or above HK$120,000 conducted without the required registration to Customs’ 24-hour hotline 182 8080 or its dedicated crime-reporting email account (crimereport@customs.gov.hk) or online form (eform.cefs.gov.hk/form/ced002).

MIL OSI Asia Pacific News –

August 5, 2025
MIL-OSI Asia-Pac: Government revises eligibility criteria for government-subsidised post-secondary student places and subsidies
Source: Hong Kong Government special administrative region – 4

The Government today (July 31) announced the revision of the eligibility criteria for government-subsidised post-secondary student places and subsidies: introducing two categories of tuition fees and revising the eligibility criteria. The revision will apply to the 2027/28 academic year and thereafter (the application cycle for the 2027/28 academic year commencing in October 2026). This will allow the affected persons reasonable time to make their own plans and the Joint University Programmes Admissions System (JUPAS) Office and the admissions offices of various institutions (including the University Grants Committee (UGC)-funded universities, the Hong Kong Academy for Performing Arts, and the Vocational Training Council) sufficient time to make corresponding administrative arrangements.

A Government spokesperson said, “Under the current admissions arrangements, dependant visa/entry permit holders who were below 18 years old when first issued with such visa/entry permit by the Immigration Department (ImmD) are considered local students. There has been recent concern that some of these students did not come to reside in Hong Kong but applied for government-subsidised student places at UGC-funded universities as local students, which affected opportunities for university admission and the targeted use of public funds.

“To clarify the eligibility criteria for government-subsidised post-secondary student places and subsidies, and to ensure the proper use of public funds, the Education Bureau, having regard to overseas practices and the practical situation in Hong Kong, considers it necessary for dependant children to reside in Hong Kong for two years before becoming eligible for government-subsidised post-secondary student places. Holders of a full-time employment visa/work permit or a visa/entry permit for various admission schemes will no longer be eligible for government-subsidised post-secondary student places.”

Two categories of tuition fees are introduced under the revision. Category I refers to subsidised fees. Persons holding the following documents are eligible for government-subsidised student places in relation to sub-degree, undergraduate and taught postgraduate programmes:
- A Hong Kong permanent identity card, other documents issued by the ImmD showing the right to land/right of abode in Hong Kong, and a visa label for unconditional stay;
- A One-way Permit for entry to Hong Kong; and
- A dependant visa/entry permit: holders who were below 18 years old when first issued with such visa/entry permit by the ImmD, provided that they have resided in Hong Kong for two years immediately preceding the first day of their respective programmes. Regarding first-year student places, to facilitate institutions’ admissions procedures, the two-year period will be specified appropriately by the JUPAS office or the institutions concerned having regard to the first day of the respective programmes. Whether the residency requirement is met is determined at or before the start of each academic year and shall remain the same for the remainder of that academic year. The first day of the academic year of a programme is determined by the programme’s start day.
Category II refers to non-subsidised fees and applies to persons not meeting the eligibility criteria in the above-mentioned Category I. These persons include:
- Dependant visa/entry permit holders who were below 18 years old when first issued with such visa/entry permit by the ImmD, and they do not meet the two-year residency requirement;
- Holders of a full-time employment visa/work permit;
- Holders of a visa/entry permit for various admission schemes (including the Quality Migrant Admission Scheme, the Capital Investment Entrant Scheme or the Admission Scheme for the Second Generation of Chinese Hong Kong Permanent Residents); and
- Non-local students (such as holders of a student visa/entry permit; holders of a visa/entry permit under the Immigration Arrangements for Non-local Graduates; dependant visa/entry permit holders who were 18 years old or above when first issued with such visa/entry permit by the ImmD).
Category II persons may still apply for government-subsidised sub-degree, undergraduate and taught postgraduate programmes but have to pay non-subsidised fees. The institutions may determine appropriate non-subsidised fee levels, following the established principles, having regard to their own circumstances and programme costs, and taking a holistic view of various factors. The levels have to be at least sufficient to recover all additional direct costs, and to be on par with those applicable to non-local students.

The Government will put in place a transitional arrangement for the above-mentioned revision, whereby the residency requirement for the 2027/28 academic year (its application cycle commencing in October 2026) will be set at one year. The two-year residency requirement will be implemented starting from the 2028/29 academic year.

The spokesperson said, “When formulating the revision, the Government fully listened to various views in society and struck the right balance. The revision is not expected to have a significant impact on families with genuine intentions to come to Hong Kong for development.”

Regarding the residency requirement for JUPAS applications for government-subsidised first-year-first-degree student places, applicants are required to provide the following proof:

(a) proof from the applicant that he or she is enrolled as a full-time student in a school offering a formal curriculum in Hong Kong for the two-year period ending on May 31 in the year in which his or her respective programme begins; or

(b) for those who cannot provide the proof in (a) above, a statement of travel records of the applicant which can be obtained at a fee from the ImmD covering the two-year period to demonstrate that the applicant is not absent from Hong Kong for a maximum of 90 days in each year of the two-year period.

Regarding other government-subsidised post-secondary student places, including those in relation to sub-degree, senior year undergraduate and taught postgraduate programmes of UGC-funded universities, the relevant institutions are required to process the applications in an approach similar to the above-mentioned one.

The eligibility criteria and related arrangements for government scholarship, fellowship or subsidy schemes which are currently premised on the definitions of “local students” and “non-local students” (such as the Hong Kong Future Talents Scholarship Scheme for Advanced Studies, the Tuition Waiver for Local Research Postgraduate Students, the Study Subsidy Scheme for Designated Professions/Sectors, and the Non-means-tested Subsidy Scheme for Self-financing Undergraduate Studies in Hong Kong) will also be correspondingly revised to ensure consistency.

MIL OSI Asia Pacific News –
August 5, 2025
MIL-OSI Europe: Minister Burke publishes report identifying a €1 billion gap in financing for Irish enterprises looking to scale up and go international
Source: Government of Ireland – Department of Jobs Enterprise and Innovation

31st July 2025

Minister for Enterprise, Tourism and Employment, Peter Burke, today published a Report entitled “Market Demand for and Supply of Scaling Finance in Ireland”.

The Report concludes that there is a gap in equity financing for Irish enterprises at the point where they are looking to scale up their businesses and realise their potential. It estimates that gap at about €1.1 billion over the next 2 to 5 years. It finds that demand for equity finance amongst scaling firms has increased in Ireland over the last decade and expects that trend will continue.

The Report, which was prepared by SQW Economic Research Consultants for the Department of Enterprise, Tourism and Employment, also finds that the gap is particularly acute for –
- Deals in the €5m – €10 m range;
- Capital and research and development intensive sectors, where typically the most innovative start-ups are;
- Firms requiring patient, long term, capital investment, such as those in sectors where product development can be lengthy.
The Report goes on to describe other features of the gap and identify several factors that contribute to firms failing to secure adequate finance.

Commenting on the Report, Minister Burke said:

“One of the key commitments in the Programme for Government is to help Irish businesses scale up and grow internationally, retaining a substantial workforce here as well as building abroad. Ireland ranks highly in Europe for the number of start-ups, many of them truly pioneering. So, we have an excellent starting point to delivering on that commitment.

I know from my engagement with enterprises across the country, that one of the key challenges they face is a gap in accessing capital. It can be the reason preventing them from realising their potential and growing into large, even multinational, businesses.

The Report published today confirms and quantifies the gap in available finance for firms looking to scale up. The Report also provides us with insights on the nature, as well as the size, of that gap.

These findings will inform the development of appropriate and targeted policy measures, which I intend to bring to Government later this year.”

The Report can be found at: Market Demand for and Supply of Scaling Finance in Ireland

NOTES FOR EDITORS:

The Department of Enterprise, Tourism and Employment commissioned SQW Economic Research Consultants to conduct a market analysis to quantify the scaling finance gap.

SQW, supported by Middlesex University in London and the Oxford Innovation WorkIQ in Dublin, conducted research to define and quantify the market gap for Irish firms seeking equity capital to scale up their enterprises. The focus was on equity finance – venture capital (VC) and private equity (PE) – covering deal sizes from €2m to €50m for innovative firms in their late-stage growth phase.

The study gathered evidence through an e-survey of ‘potential scale-up firms’ in Ireland (166 responses); and interviews with fund managers, stakeholders and Irish firms. Across these interviews, feedback was obtained from nearly 60 individuals. The fieldwork was supported by analysis of private market data from PitchBook relating to potential scale-up firms in Ireland, investment funds, and fund managers (these data are not comprehensive).

The market gap (defined as the sum of ‘unmet’ and ‘discouraged’ demand) for scaling firms in Ireland was modelled using ‘Monte Carlo’ simulations: a statistical technique that helps to address the uncertainty associated with firm e-survey responses and the modest sample size. Monte Carlo simulated the likely equity needs and outcomes of fundraising at the firm level for an assumed population of potential scale-ups in Ireland (1,000 companies).

The report concludes that the equity market gap, for scaling firms in Ireland, is estimated to be approximately €1.1bn over the next 3 to 5 years.

They also identified the gap is:
- particularly acute for deals in the €5m-€10m range;
- from Series A and especially Series B+;
- for capital and R&D intensive sectors;
- for firms requiring patient capital investment.
The report found that the demand for equity finance amongst scaling firms has increased in Ireland over the last decade, including for larger deal sizes, and is expected to continue. The pace of funding delivery can be challenging, whether through slow release of finance or the peak and trough nature of its release however, transaction costs were generally not perceived to be a barrier on the demand or supply side.

Additional contributing factors resulting in the lack of securing funding include:
- undercapitalisation at earlier stages;
- firms not hitting their scaling metrics to secure funding;
- firms not able to recruit the personnel who have the capabilities to secure later stage financing and scale-up;
- Irish firms tend to ask for less than they need to scale;
- risk aversion.
On the supply side, the report found that most Irish funds are too small to execute scaling strategies or lead larger deals at later stage, especially in the range before international capital comes in. These Irish funds are smaller in size compared to their European counterparts. The average fund size in Ireland is just under €70m and Irish VC funds are even smaller at €60m on average. According to stakeholder consultees, an optimal fund size to execute a scaling strategy is in the region of €200m-€300. The lack of institutional capital is another barrier to increasing fund sizes.

There are only a limited number of funds actively investing in later stages with average deal sizes in Ireland at €6.5m compared to the European average of €8.9m. For many VCs, the focus was on earlier stage investment with only some follow-on at later stage.

Next Steps

The Department is developing proposals for actions to address the gap. The Minister intends to bring those proposals to Government later this year.

ENDS

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MIL OSI Europe News –
August 5, 2025
MIL-OSI: Sidetrade charts its course in responsible AI with the publication of its 2024 CSR report
Source: GlobeNewswire (MIL-OSI)

In a digital world where algorithms grow more powerful by the day, Sidetrade, a pioneer in AI-powered cash flow management, reaffirms its role as a responsible leader. Today, the company releases its 2024 CSR Report, marking a new milestone in its commitment to sustainable technology, ethical governance, and inclusive growth.

Structured in accordance with the voluntary CSRD VSME framework, Sidetrade’s 2024 report tells a standout story in the tech industry: a company that, in 2024, achieved remarkable revenue growth (+26%) while reducing its carbon footprint by 3.3%. This contrast reflects Sidetrade’s core ambition: to decouple business growth from environmental impact.

“Cash is still the oxygen that fuels business growth. But that growth must no longer come at any cost. We have set a new standard, one that aligns performance with purpose,” said Olivier Novasque, CEO and founder at Sidetrade. “Our agentic AI, Aimie, must be useful, efficient, and capable of delivering business value, operational excellence, and positive societal impact.”

In 2024, Sidetrade launched an ambitious digital sobriety program. With a virtualization rate of 95.6%, data centers powered by renewable energy (both in Europe and North America), and a Power Usage Effectiveness of 1.39 (well below the EU average*), Sidetrade is redefining SaaS industry benchmarks.

Sidetrade also made a notable impact in non-financial ratings, earning a Platinum Medal from EthiFinance and a Silver Medal from EcoVadis, placing it among the top 15% of rated companies in Europe. This recognition highlights both its tangible carbon reductions and the strength of its CSR governance, led by a dedicated committee reporting to executive leadership.

“Excellence and ambition are the dual engines of our CSR journey,” said Philippe Gangneux, CFO and CSR Ambassador at Sidetrade. “Excellence ensures discipline in our commitments; ambition pushes us to aim higher, to reach further, and to generate lasting impact.”

As an active member of the United Nations Global Compact, Sidetrade has aligned its roadmap with 10 of the UN’s Sustainable Development Goals, including climate action, workplace equity, ethical governance, and digital resilience.

The 2024 Sidetrade CSR report, with detailed performance indicators, is available here.

*source: ADEME, 2024

Investor & Media relations @Sidetrade
Christelle Dhrif +33 6 10 46 72 00 cdhrif@sidetrade.com

About Sidetrade (www.sidetrade.com)
Sidetrade (Euronext Growth: ALBFR.PA) provides a SaaS platform designed to revolutionize how cash flow is secured and accelerated. Leveraging its new-generation agentic AI, nicknamed Aimie, Sidetrade analyzes $7.2 trillion worth of B2B payment transactions daily in its Cloud, thereby anticipating customer payment behavior and the attrition risk of 40 million buyers worldwide. Sidetrade has a global reach, with 400+ talented employees based in Europe, the United States, and Canada, serving global businesses in more than 85 countries. Among them: AGFA, BMW Financial Services, Bunzl, DXC, Engie, Inmarsat, KPMG, Lafarge, Manpower, Morningstar, Page, Randstad, Safran, Saint-Gobain, Securitas, Siemens, UGI, Veolia.
For further information, visit us at www.sidetrade.com and follow @Sidetrade on LinkedIn.
In the event of any discrepancy between the French and English versions of this press release, only the French version is to be taken into account.

Attachments
- Sidetrade charts its course in responsible AI with the publication of its 2024 CSR report.
- Sidetrade: 2024 CSR Report
The MIL Network –
August 5, 2025

MIL-OSI: Dimensional Fund Advisors Ltd. : Form 8.3 – INTERNATIONAL PERSONAL FINAN – Ordinary Shares

Source: GlobeNewswire (MIL-OSI)

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the “Code”)

KEY INFORMATION

(a)

Full name of discloser:

Dimensional Fund Advisors Ltd. in its capacity as investment advisor and on behalf its affiliates who are also investment advisors (”Dimensional”). Dimensional expressly disclaims beneficial ownership of the shares described in this form 8.3.

(b)

Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

(c)

Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree

International Personal Finance PLC

(d)

If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

(e)

Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure

30 July 2025

(f)

In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state “N/A”

N/A

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

10p ordinary (GB00B1YKG049)

Interests

Short Positions

Number

(1)

Relevant securities owned and/or controlled:

6,560,666

2.99 %

(2)

Cash-settled derivatives:

(3)

Stock-settled derivatives (including options) and agreements to purchase/sell:

Total

6,560,666 *

2.99 %

* Dimensional Fund Advisors LP and/or its affiliates do not have discretion regarding voting decisions in respect of 18,517 shares that are included in the total above.

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)

Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)

Purchases and sales

Class of relevant security

Purchase/sale

Number of securities

Price per unit

(b)

Cash-settled derivative transactions

Class of relevant security

Product description e.g. CFD

Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type e.g. American, European etc.

Expiry date

Option money paid/ received per unit

(ii)

Exercise

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant security

Nature of dealing e.g. subscription, conversion

Details

Price per unit (if applicable)

OTHER INFORMATION

(a)

Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Date of disclosure

13 August 2025

Contact name

Thomas Hone

Telephone number

+44 20 3033 3419

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

The MIL Network –

August 5, 2025

MIL-OSI: Prospera Energy Inc. Provides Operations Update

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, July 31, 2025 (GLOBE NEWSWIRE) — Prospera Energy Inc. (TSX.V: PEI, OTC: GXRFF) (“Prospera”, “PEI” or the “Corporation”)

Operations Update
Prospera continues to demonstrate strong operational performance, averaging gross production of 859 boe/d (97% oil) from July 1^st to July 23^rd. This sustained growth follows the successful completion of numerous projects across the company’s properties including well reactivations, rod repairs, sand control upgrades, engine maintenance and tune-ups, lease upgrades, mineral rights acquisitions, coil-tubing cleanouts, and waterflood optimizations. Nine additional wells have come online in the last 10 days and are currently in stages of load fluid recovery or initial optimization.

Notably, these figures exclude production from the recently acquired White Tundra Petroleum assets, which remains subject to TSXV acceptance. Comprehensive well-by-well analysis is now being conducted weekly, with production enhancement changes implemented on a daily basis through communication with field operations personnel. Concurrently, Prospera’s service rig continues to systematically work through a robust inventory of over 150 remaining workover and reactivation candidates across its heavy oil properties, further enhancing operational efficiency.

Prospera’s predominantly heavy oil production base continues to operate in favorable pricing conditions with WCS (Western Canadian Select) differentials in an optimal range, contributing to enhanced revenue and cash flow. The Corporation’s high netbacks support our strategy to reallocate capital efficiently into high-impact and reliable projects, with 50+ projects now completed and plans finalized for its Q3 and Q4 service rig programs including nine Luseland reactivations that have completed engineering and planning stages.

Cuthbert
Production at the Cuthbert pool has been rising steadily, averaging 356 boe/d (100% oil) from July 1^st to July 23^rd. This sustained growth is supported by ongoing waterflood optimization, increased pump speeds, and the completion of critical maintenance across wellsite and battery infrastructure.

A high-impact remediation project on the 16-28 HZ well has been successfully completed, involving the installation of a downhole bridge plug to isolate a section of the well previously drilled into coal and water-bearing part of the formation. Additionally, a high-impact remediation project on the 08-02 HZ well has been fully funded and is awaiting mobilization after lease conditions dry up. This project includes a casing cut and cementing to block water production from the heel of the well.

Hearts Hill
Production at the Hearts Hill pool remains stable, averaging 230 boe/d (91% oil) from July 1^st to 23^rd. The Corporation is actively advancing waterflood pattern optimization and fluid level drawdown initiatives to enhance reservoir performance. A comprehensive line-by-line review of all pipelines in the area has been completed to confirm injection volumes, validate pipeline integrity, and support the development of a final field reactivation and workover plan. Earlier Sparky zone recompletions continue to deliver consistent oil production, with future Sparky waterflood development held in inventory. Prospera is also actively evaluating uphole recompletion opportunities in the Waseca and Rex zones to further unlock production potential.

Luseland
The Corporation continues to advance its growth trajectory at the Luseland pool, averaging production of 193 boe/d (100% oil) from July 1^st to 23^rd. This performance is supported by ongoing workovers, well reactivations, and field optimizations. In the past 10 days, five reactivated wells have been brought online, with two additional wells recently completed under Single Well Battery setups and awaiting start-up.

Numerous other wells are currently undergoing optimization, including the installation of recycle pumps, application of sand suspension chemical treatments, increased pump speeds to accelerate fluid drawdown, flushby operations, and well loads to bring sand up the wellbore. These efforts are complemented by various initiatives aimed at reducing operating costs. Prospera’s engineering team is focused on well-by-well monitoring of all new reactivations to maximize production rates and enhance reservoir understanding while minimizing well failures and decline rates.

Several high-performing Luseland wells are featured in the accompanying Key Wells Report, demonstrating the success of Prospera’s strategic focus on revitalizing legacy wells with significant original oil in place (OOIP). By reactivating these assets, the company is effectively converting wells previously classified as No Reserves Associated (NRA) and burdened solely with Asset Retirement Obligations (ARO) into actively producing wells with meaningful Proved Developed Producing (PDP) reserves—resulting in sustainable revenue generation and positive cash flow.

Production, Workover Tracker, and Key Wells Report
Prospera is enhancing its transparency measures with the publishing of its updated production, workover tracker, and key wells report. Production volumes on each field will continue to be reported on a monthly basis, along with corporate revenue information. A detailed workover tracker will share production rates from all workovers and reactivations completed, with information on capital spend and cumulative production since start-up to be added to the August iteration of this report. Additionally, numerous key wells and their production graphs are explained in detail as the company further proves out its highly capital-efficient workover and reactivation business model.

Price Hedging
The Corporation is pleased to announce that it has entered into a contract to hedge a portion of its oil production. From September 2025 through February 2026, Prospera has hedged 100 barrels of oil per day at an average price of approximately USD $67.00 per barrel of WTI. This strategic initiative is aimed at providing improved cash flow stability, strengthening corporate governance through proactive risk management, and capitalizing on current favorable market pricing. It represents a disciplined approach to managing commodity price exposure while preserving upside potential across the remainder of PEI’s production.

Shares for Debt
Prospera has entered into agreements with two vendors to settle outstanding trade payables through the issuance of common shares. The first vendor has agreed to settle a total of $28,900.45 through the issuance of 125,000 common shares at a deemed price of $0.231 per share. The second vendor has agreed to settle $7,392.55 through the issuance of 40,000 common shares at a deemed price of $0.185 per share. The shares will be subject to a trading restriction of four months and a day from the date of issuance and are subject to TSXV acceptance.

Loan Amendment
The Corporation announces a further amendment to its $11,000,000 promissory note, originally dated June 7, 2024, in collaboration with its principal lender. Following previous increases, an additional $2,000,000 has been added, bringing the total principal amount to $18,700,000. The note retains its original terms, including a 12% interest rate and a two-year maturity, with no other changes. The proceeds are earmarked specifically towards production-increasing capital projects. This amendment remains subject to acceptance by the TSXV.

Promissory Note Update
The Corporation provides an update regarding the previously disclosed one-year secured promissory note on January 9th, 2025. The promissory note component of the offering will now be unsecured. The placement closed with four subscribers, raising aggregate gross proceeds of $900,000. Each unit, priced at $1,000, consists of: (i) a one-year unsecured promissory note with a principal amount of $1,000, carrying a 12% annual interest rate, and (ii) 5,000 common share purchase warrants of the Corporation, exercisable at $0.05 for a period of one year, for a total of 4,500,000 warrants. Subscribers are entitled to a 5% gross overriding royalty (GORR) for every $1,000,000 of principal investment on revenue from all Prospera properties on incremental production above 1,363 barrels per day, calculated on a monthly average until the principal debt is fully repaid. Interest on the notes will accrue and be paid quarterly, accompanied by a 2% facility fee. This offering has been accepted by the TSX Venture Exchange.

Insiders have participated in this offering for a principal amount of $800,000, which results in this being a Related Party Transaction pursuant to TSXV Policy 5.9 and MI 61-101. The Corporation is relying upon numerous exemptions under these policies with respect to minority approval and valuation requirements, including those found in section 5.5 (a), (b), and (c) and 5.7 (a) and (b). The following reporting Insiders have participated in this offering:

Summerhill Investments Corp. subscribed for $500,000 and was issued an aggregate of 2,500,000 warrants, each exercisable at $0.05 per share for a period of one year from the date of issuance.

Mantl Canada Inc. subscribed for $200,000 and was issued an aggregate of 1,000,000 warrants, each exercisable at $0.05 per share for a period of one year from the date of issuance.

Countryman Investments Ltd. subscribed for $100,000 and was issued an aggregate of 500,000 warrants, each exercisable at $0.05 per share for a period of one year from the date of issuance.

About Prospera
Prospera Energy Inc. is a publicly traded Canadian energy company specializing in the exploration, development, and production of crude oil and natural gas. Headquartered in Calgary, Alberta, Prospera is dedicated to optimizing recovery from legacy fields using environmentally safe and efficient reservoir development methods and production practices. The company’s core properties are strategically located in Saskatchewan and Alberta, including Cuthbert, Luseland, Hearts Hill, and Brooks. Prospera Energy Inc. is listed on the TSX Venture Exchange under the symbol PEI and the U.S. OTC Market under GXRFF.

Prospera reports gross production at the first point of sale, excluding gas used in operations and volumes from partners in arrears, even if cash proceeds are received. Gross production represents Prospera’s working interest before royalties, while net production reflects its working interest after royalty deductions. These definitions align with ASC 51-324 to ensure consistency and transparency in reporting.

For Further Information:

Shawn Mehler, PR
Email: investors@prosperaenergy.com

Chris Ludtke, CFO
Email: cludtke@prosperaenergy.com

Shubham Garg, Chairman of the Board
Email: sgarg@prosperaenergy.com

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements relating to the future operations of the Corporation and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “anticipate,” “expects” and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding future plans and objectives of the Corporation, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

Although Prospera believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Prospera can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), commodity price and exchange rate fluctuations and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Prospera. As a result, Prospera cannot guarantee that any forward-looking statement will materialize, and the reader is cautioned not to place undue reliance on any forward- looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and Prospera does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by Canadian securities law.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The MIL Network –

August 5, 2025
MIL-OSI: JD.com to Report Second Quarter and Interim 2025 Financial Results on August 14, 2025

Source: GlobeNewswire (MIL-OSI)

BEIJING, July 31, 2025 (GLOBE NEWSWIRE) — JD.com, Inc. (NASDAQ: JD and HKEX: 9618 (HKD counter) and 89618 (RMB counter)), a leading supply chain-based technology and service provider, today announced that it plans to release its unaudited financial results for the three months and six months ended June 30, 2025 on Thursday, August 14, 2025, before the U.S. market opens.

JD.com’s management will hold a conference call at 8:00 am, Eastern Time on August 14, 2025, (8:00 pm, Beijing/Hong Kong Time on August 14, 2025) to discuss its financial results for the three months and six months ended June 30, 2025.

Please register in advance of the conference using the link provided below and dial in 15 minutes prior to the call, using participant dial-in numbers, the Passcode and unique access PIN which would be provided upon registering. You will be automatically linked to the live call after completion of this process, unless required to provide the conference ID below due to regional restrictions.

PRE-REGISTER LINK: https://s1.c-conf.com/diamondpass/10048710-8s8fg7.html

CONFERENCE ID: 10048710

A telephone replay will be available for one week until August 21, 2025. The dial-in details are as follows:

US:
International:
Hong Kong:
Mainland China:
Passcode: +1-855-883-1031
+61-7-3107-6325
800-930-639
400-120-9216
10048710

Additionally, a live and archived webcast of the conference call will also be available on JD.com’s investor relations website at http://ir.jd.com.

About JD.com, Inc.

JD.com is a leading supply chain-based technology and service provider. The Company’s cutting-edge retail infrastructure seeks to enable consumers to buy whatever they want, whenever and wherever they want it. The Company has opened its technology and infrastructure to partners, brands and other sectors, as part of its Retail as a Service offering to help drive productivity and innovation across a range of industries.

For investor and media inquiries, please contact:

Investor Relations
Sean Zhang
+86 (10) 8912-6804
IR@JD.com

Media Relations
+86 (10) 8911-6155
Press@JD.com

The MIL Network –

August 5, 2025

MIL-OSI: Cenovus announces second-quarter 2025 results

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, July 31, 2025 (GLOBE NEWSWIRE) — Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) today announced its second-quarter 2025 financial and operating results. The company generated approximately $2.4 billion in cash from operating activities, $1.5 billion of adjusted funds flow and $355 million of free funds flow. Total upstream production was 765,900 barrels of oil equivalent per day (BOE/d)¹, reflecting planned turnarounds at the Foster Creek and Sunrise oil sands assets, maintenance at offshore facilities and short-term production impacts from wildfire activity at Christina Lake. Downstream crude throughput was 665,800 barrels per day (bbls/d), representing an overall utilization rate of 92% and including the successful completion of a turnaround at the Toledo Refinery 11 days ahead of schedule.

Highlights

Achieved first oil at Narrows Lake in July, with production expected to ramp up to peak incremental rates of 20,000 bbls/d – 30,000 bbls/d by the end of the year.
Delivered major milestones on the West White Rose project, with the concrete gravity structure (CGS) installed on the seabed in June and the topsides placed atop the CGS in mid-July. Hookup and commissioning work has commenced, with drilling expected to begin by year end.
Advanced the Foster Creek optimization project, with four new boilers brought online in July, which will add approximately 80,000 bbls/d of steam capacity to the facility.
Completed major turnarounds at Toledo, Sunrise and Foster Creek in the quarter, with exceptional execution, resulting in production at all assets resuming ahead of schedule.
Returned $819 million to shareholders, including $301 million through common share purchases, $368 million through common and preferred share dividends and $150 million through the redemption of Cenovus’s Series 7 preferred shares on June 30, 2025.

“Operating performance this quarter was exceptional, with turnaround execution exceeding our targets, major project milestones achieved on time and on budget, and our staff safely and efficiently restoring Christina Lake production following disruption from a wildfire,” said Jon McKenzie, Cenovus President & Chief Executive Officer. “Through the hard work and determination of our people, we have arrived at an inflection point, nearing completion of numerous growth projects and successfully concluding significant maintenance events. As investment in these initiatives is completed, we expect to generate increasing free funds flow.”

Financial summary

($ millions, except per share amounts)	2025 Q2	2025 Q1	2024 Q2
Cash from (used in) operating activities	2,374	1,315	2,807
Adjusted funds flow²	1,519	2,212	2,361
Per share (diluted)²	0.84	1.21	1.26
Capital investment	1,164	1,229	1,155
Free funds flow²	355	983	1,206
Excess free funds flow²	(306)	373	735
Net earnings (loss)	851	859	1,000
Per share (diluted)	0.45	0.47	0.53
Long-term debt, including current portion	7,241	7,524	7,275
Net debt	4,934	5,079	4,258

Production and throughput

(before royalties, net to Cenovus)	2025 Q2	2025 Q1	2024 Q2
Oil and NGLs (bbls/d)¹	624,000	670,900	656,300
Conventional natural gas (MMcf/d)	851.4	887.9	867.2
Total upstream production (BOE/d)¹	765,900	818,900	800,800
Total downstream crude throughput (bbls/d)	665,800	665,400	622,700

¹See Advisory for production by product type and by operating segment.
²Non-GAAP financial measure or contains a non-GAAP financial measure. See Advisory.

Second-quarter results

Operating¹

Cenovus’s total revenues were $12.3 billion in the second quarter, down from $13.3 billion in the first quarter of 2025. Upstream revenues were $6.8 billion, a decrease from $8.3 billion in the previous quarter, while Downstream revenues were $7.7 billion, in line with the previous quarter.

Total operating margin³ was $2.1 billion, compared with $2.8 billion in the previous quarter. Upstream operating margin⁴ was $2.1 billion, down from $3.0 billion in the first quarter due to lower benchmark oil prices, as well as lower production and sales volumes. The company had a Downstream operating margin⁴ shortfall of $71 million compared with a shortfall of $237 million in the previous quarter, benefiting from rising U.S. market crack spreads and a higher Canadian upgrading differential, as well as lower run-rate operating costs, excluding turnarounds, in both businesses. Operating margin in the U.S. Refining segment was a shortfall of $178 million, which included a $62 million inventory holding loss and $238 million of turnaround expenses.

Total Upstream production was 765,900 BOE/d in the second quarter, a decrease from 818,900 BOE/d in the first quarter. Christina Lake production was 217,900 bbls/d compared with 237,800 bbls/d in the prior quarter, as a wildfire near the facility temporarily impacted production in the second quarter. The field was shut in on May 29 and operations were restarted safely on June 3, with a return to full production about one week later. Foster Creek production was 186,100 bbls/d compared with 202,700 bbls/d in the first quarter, reflecting planned maintenance during the quarter that was successfully completed with production returning earlier than forecasted. Sunrise production was 50,300 bbls/d compared with 52,100 bbls/d in the first quarter due to planned maintenance at the facility.

Production from the Lloydminster thermal assets was 97,800 bbls/d, a decrease from 109,900 bbls/d in the prior quarter due to an unplanned outage at the Rush Lake facilities in west-central Saskatchewan. The company responded in early May to a steam release from a casing failure in an injection well and as a result, the Rush Lake facilities have been temporarily shut-in. The well has been brought under control, and the company is undertaking an investigation and developing a plan to safely restart production. Lloydminster conventional heavy oil output of 25,000 bbls/d increased from 21,800 bbls/d in the first quarter. Production in the Conventional segment was 119,800 BOE/d, down from 123,900 BOE/d in the previous quarter due in part to third-party outages.

In the Offshore segment, production was 66,300 BOE/d compared with 68,800 BOE/d in the first quarter. In Asia Pacific, production volumes were 53,800 BOE/d, lower than the 57,200 BOE/d in the previous quarter, primarily due to planned maintenance at the Liwan Gas Project. In the Atlantic region, production was 12,500 bbls/d, an increase from 11,600 bbls/d in the prior quarter, due to a full quarter of production from the White Rose field, offset in part by maintenance at the partner-operated Terra Nova field in June.

Total Downstream crude throughput in the second quarter was 665,800 bbls/d, up from 665,400 bbls/d in the first quarter. Crude throughput in Canadian Refining was 112,400 bbls/d, representing a utilization rate of 104%, compared with 111,900 bbls/d in the previous quarter.

In U.S. Refining, crude throughput was 553,400 bbls/d, representing a utilization rate of 90%, compared with 553,500 bbls/d in the first quarter, reflecting early completion of a planned turnaround at the Toledo Refinery. U.S. Refining revenues were $6.5 billion, slightly higher than $6.4 billion in the previous quarter. Adjusted market capture⁵ in U.S. Refining was 58%, compared with 62% in the first quarter, due primarily to a narrower heavy oil price differential.

³Non-GAAP financial measure. Total operating margin is the total of Upstream operating margin plus Downstream operating margin. See Advisory.
⁴Specified financial measure. See Advisory.
⁵Adjusted market capture excludes the impact of inventory holding gains or losses. Contains a non-GAAP financial measure. See Advisory.

Financial

Cash from operating activities in the second quarter increased to approximately $2.4 billion from $1.3 billion in the first quarter. Adjusted funds flow was $1.5 billion, compared with $2.2 billion in the prior quarter, and excess free funds flow (EFFF) was a shortfall of $306 million, compared with a surplus of $373 million in the first quarter. Net earnings in the second quarter declined slightly to $851 million from $859 million in the previous quarter. Second-quarter financial results were impacted by lower benchmark oil prices, lower Upstream production and higher planned maintenance costs relative to the first quarter.

Long-term debt, including the current portion, was $7.2 billion as at June 30, 2025. Net debt was $4.9 billion as at June 30, 2025, slightly reduced from the previous quarter, as free funds flow of $355 million and a $923 million release of non-cash working capital more than offset returns to shareholders of $819 million, including the redemption of Cenovus’s Series 7 preferred shares on June 30, 2025 for $150 million. Subsequent to the quarter on July 15, the company repaid its 5.38% unsecured notes with a principal of US$133 million in full. The company continues to steward toward net debt of $4.0 billion and returning 100% of EFFF to shareholders over time, in accordance with its financial framework.

Growth projects

In the Oil Sands segment, Narrows Lake achieved first oil in mid-July and will continue ramping up through the remainder of the year. The optimization project at Foster Creek is approximately 87% complete and four new boilers that will add approximately 80,000 bbls/d of steam capacity were brought online in July. The project is expected to produce first oil in early 2026. At Sunrise, one well pad was started up early in the quarter and the drilling program remains on track to increase production and fully utilize the asset’s steam capacity.

Significant progress has been made on the West White Rose project. The CGS was towed out and installed on the seabed ahead of schedule during the second quarter and the project’s topsides were safely lifted and set in place atop the CGS in mid-July. Hookup and commissioning have commenced, and the project is approximately 92% complete. Drilling is expected to begin by the end of the year and the project remains on schedule to produce first oil in the second quarter of 2026.

2025 guidance update

Cenovus has revised its 2025 corporate guidance to reflect the company’s updated outlook for the remainder of the year. It is available on cenovus.com under Investors.

Changes to the company’s 2025 guidance include:

Total upstream production of 805,000 BOE/d to 825,000 BOE/d, a decrease of 10,000 BOE/d at the midpoint. This includes the impacts of the temporary shut in of the Rush Lake facilities.
Canadian downstream throughput of 105,000 bbls/d to 110,000 bbls/d, an increase of 5,000 bbls/d at the midpoint, reflecting strong year-to-date performance.
Reducing the range of Canadian Refining per-unit operating expenses, excluding turnaround costs, to $11.00/bbl to $12.00/bbl, as a result of higher throughput rates and lower expected costs.
Downstream turnaround expenses of $420 million to $450 million have been reduced by $45 million at the midpoint, primarily due to early completion of the Toledo turnaround.

The company has also updated its commodity price assumptions and guidance range for cash taxes. Cenovus continues to execute its capital program and there has been no change to the expected capital investment range of $4.6 billion to $5.0 billion.

Sustainability
Cenovus’s 2024 Corporate Social Responsibility report, highlighting the company’s performance in safety, Indigenous reconciliation, and acceptance and belonging, was released today and is now available on the company’s website.

Dividend declarations and share purchases

The Board of Directors has declared a quarterly base dividend of $0.20 per common share, payable on September 29, 2025, to shareholders of record as of September 15, 2025.

In addition, the Board has declared a quarterly dividend on each of the Cumulative Redeemable First Preferred Shares – Series 1 and Series 2 – payable on October 1, 2025 to shareholders of record as of September 15, 2025, as follows:

Preferred shares dividend summary

Share series	Rate (%)	Amount ($/share)
Series 1	2.577	0.16106
Series 2	4.374	0.27562

All dividends paid on Cenovus’s common and preferred shares will be designated as “eligible dividends” for Canadian federal income tax purposes. Declaration of dividends is at the sole discretion of the Board and will continue to be evaluated on a quarterly basis.

In the second quarter, the company returned $819 million to shareholders, composed of $301 million from its purchase of 17.2 million shares through its normal course issuer bid, $368 million through common and preferred share dividends, and $150 million through the redemption of Cenovus’s Series 7 preferred shares. Subsequent to the quarter, the company purchased 6.6 million common shares through July 28, 2025 for $129 million.

2025 planned maintenance

The following table provides details on planned maintenance activities at Cenovus assets in 2025 and anticipated production or throughput impacts.

Potential quarterly production/throughput impact (Mbbls/d or MBOE/d)

(MBOE/d or Mbbls/d)	Q3	Q4	Annualized impact
Upstream
Oil Sands	5 – 7	–	7 – 9
Offshore	2 – 4	–	1 – 2
Conventional	–	–	–
Downstream
Canadian Refining	–	–	–
U.S. Refining	–	10 – 15	12 – 14

Potential turnaround expenses

($ millions)	Q3	Q4	Annualized impact
Downstream
Canadian Refining	–	–	–
U.S. Refining	55 – 70	45 – 60	420 – 450

Conference call today

Cenovus will host a conference call today, July 31, 2025, starting at 9 a.m. MT (11 a.m. ET).

For analysts wanting to join the call, please register in advance.

To participate in the live conference call, you must complete the online registration form in advance of the conference call start time. Register ahead of time to receive a unique PIN to access the conference call via telephone. Once registered, participants can dial into the conference call from their telephone via the unique PIN or click on the “Call Me” option to receive an automated call directly on their telephone.

An audio webcast will also be available and archived for approximately 30 days.

Advisory

Basis of Presentation

Cenovus reports financial results in Canadian dollars and presents production volumes on a net to Cenovus before royalties basis, unless otherwise stated. Cenovus prepares its financial statements in accordance with International Financial Reporting Standards (IFRS) Accounting Standards.

Barrels of Oil Equivalent

Natural gas volumes have been converted to barrels of oil equivalent (BOE) on the basis of six thousand cubic feet (Mcf) to one barrel (bbl). BOE may be misleading, particularly if used in isolation. A conversion ratio of one bbl to six Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil compared with natural gas is significantly different from the energy equivalency conversion ratio of 6:1, utilizing a conversion on a 6:1 basis is not an accurate reflection of value.

Product types

Product type by operating segment	Three months ended June 30, 2025
Oil Sands
Bitumen (Mbbls/d)	552.1
Heavy crude oil (Mbbls/d)	25.0
Conventional natural gas (MMcf/d)	16.5
Total Oil Sands segment production (MBOE/d)	579.8
Conventional
Light crude oil (Mbbls/d)	4.5
Natural gas liquids (Mbbls/d)	20.4
Conventional natural gas (MMcf/d)	569.2
Total Conventional segment production (MBOE/d)	119.8
Offshore
Light crude oil (Mbbls/d)	12.5
Natural gas liquids (Mbbls/d)	9.5
Conventional natural gas (MMcf/d)	265.7
Total Offshore segment production (MBOE/d)	66.3
Total Upstream production (MBOE/d)	765.9

Forward‐looking Information

This news release contains certain forward‐looking statements and forward‐looking information (collectively referred to as “forward‐looking information”) within the meaning of applicable securities legislation about Cenovus’s current expectations, estimates and projections about the future of the company, based on certain assumptions made in light of the company’s experiences and perceptions of historical trends. Although Cenovus believes that the expectations represented by such forward‐looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward‐looking information in this document is identified by words such as “anticipate”, “continue”, “deliver”, “expect”, “plan”, “steward”, and “will” or similar expressions and includes suggestions of future outcomes, including, but not limited to, statements about: Net Debt target; returning Excess Free Funds Flow to shareholders; growth plans and projects; maximizing value; production guidance; timing of startup of the Foster Creek optimization project; ramping up production at Narrows Lake; investigating the Rush Lake incident and developing a plan to restart production; the Sunrise drilling program; the hookup and commissioning of, and timing of drilling at the West White Rose project; executing the capital program; 2025 planned maintenance; and dividend payments.

Developing forward‐looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Cenovus and others that apply to the industry generally. The factors or assumptions on which the forward‐looking information in this news release are based include, but are not limited to: the allocation of free funds flow; commodity prices, inflation and supply chain constraints; Cenovus’s ability to produce on an unconstrained basis; Cenovus’s ability to access sufficient insurance coverage to pursue development plans; Cenovus’s ability to deliver safe and reliable operations and demonstrate strong governance; and the assumptions inherent in Cenovus’s updated 2025 corporate guidance available on cenovus.com.

The risk factors and uncertainties that could cause actual results to differ materially from the forward‐looking information in this news release include, but are not limited to: the accuracy of estimates regarding commodity production and operating expenses, inflation, taxes, royalties, capital costs and currency and interest rates; risks inherent in the operation of Cenovus’s business; and risks associated with climate change and Cenovus’s assumptions relating thereto and other risks identified under “Risk Management and Risk Factors” and “Advisory” in Cenovus’s Management’s Discussion and Analysis (MD&A) for the year ended December 31, 2024.

Except as required by applicable securities laws, Cenovus disclaims any intention or obligation to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. Events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward‐looking information. For additional information regarding Cenovus’s material risk factors, the assumptions made, and risks and uncertainties which could cause actual results to differ from the anticipated results, refer to “Risk Management and Risk Factors” and “Advisory” in Cenovus’s MD&A for the periods ended December 31, 2024 and June 30, 2025 and to the risk factors, assumptions and uncertainties described in other documents Cenovus files from time to time with securities regulatory authorities in Canada (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and Cenovus’s website at cenovus.com).

Specified Financial Measures

This news release contains references to certain specified financial measures that do not have standardized meanings prescribed by IFRS Accounting Standards. Readers should not consider these measures in isolation or as a substitute for analysis of the company’s results as reported under IFRS Accounting Standards. These measures are defined differently by different companies and, therefore, might not be comparable to similar measures presented by other issuers. For information on the composition of these measures, as well as an explanation of how the company uses these measures, refer to the Specified Financial Measures Advisory located in Cenovus’s MD&A for the period ended June 30, 2025 (available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on Cenovus’s website at cenovus.com) which is incorporated by reference into this news release.

Upstream Operating Margin and Downstream Operating Margin

Upstream Operating Margin and Downstream Operating Margin, and the individual components thereof, are included in Note 1 to the interim Consolidated Financial Statements.

Total Operating Margin

Total Operating Margin is the total of Upstream Operating Margin plus Downstream Operating Margin.

	Upstream ⁽⁶⁾			Downstream ⁽⁶⁾			Total
($ millions)	Q2 2025	Q1 2025	Q2 2024	Q2 2025	Q1 2025	Q2 2024	Q2 2025	Q1 2025	Q2 2024
Revenues
Gross Sales	7,394	9,252	8,715	7,743	7,705	8,750	15,137	16,957	17,465
Less: Royalties	(621)	(906)	(859)	—	—	—	(621)	(906)	(859)
	6,773	8,346	7,856	7,743	7,705	8,750	14,516	16,051	16,606
Expenses
Purchased Product	1,111	1,167	815	6,878	7,082	7,796	7,989	8,249	8,611
Transportation and Blending	2,621	3,247	3,043	—	—	—	2,621	3,247	3,043
Operating	896	893	889	947	854	1,099	1,843	1,747	1,988
Realized (Gain) Loss on Risk Management	8	(9)	20	(11)	6	8	(3)	(3)	28
Operating Margin	2,137	3,048	3,089	(71)	(237)	(153)	2,066	2,811	2,936

⁶Found in Note 1 of the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements. Revenues and purchased product for Q2 2024 Downstream operations were revised. See Note 21 of our June 30, 2025, interim Consolidated Financial Statements.

Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow

The following table provides a reconciliation of cash from (used in) operating activities found in Cenovus’s interim Consolidated Financial Statements to Adjusted Funds Flow, Free Funds Flow and Excess Free Funds Flow. Adjusted Funds Flow per Share – Basic and Adjusted Funds Flow per Share – Diluted are calculated by dividing Adjusted Funds Flow by the respective basic or diluted weighted average number of common shares outstanding during the period and may be useful to evaluate a company’s ability to generate cash.

	Three Months Ended
($ millions)	June 30, 2025	March 31, 2025	June 30, 2024
Cash From (Used in) Operating Activities ⁽⁷⁾	2,374	1,315	2,807
(Add) Deduct:
Settlement of Decommissioning Liabilities	(68)	(36)	(48)
Net Change in Non-Cash Working Capital	923	(861)	494
Adjusted Funds Flow	1,519	2,212	2,361
Capital Investment	1,164	1,229	1,155
Free Funds Flow	355	983	1,206
Add (Deduct):
Base Dividends Paid on Common Shares	(364)	(327)	(334)
Purchase of Common Shares under Employee Benefit Plan	(15)	(58)	—
Dividends Paid on Preferred Shares	(4)	(6)	(9)
Settlement of Decommissioning Liabilities	(68)	(36)	(48)
Principal Repayment of Leases	(94)	(83)	(75)
Acquisitions, Net of Cash Acquired	(129)	(100)	(5)
Proceeds From Divestitures	13	—	—
Excess Free Funds Flow	(306)	373	735

⁷Found in the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements.

Adjusted Market Capture

Adjusted market capture contains a non-GAAP financial measure and is used in the company’s U.S. Refining segment to provide an indication of margin captured relative to what was available in the market based on widely-used benchmarks. Cenovus defines adjusted market capture as refining margin, net of holding gains and losses, divided by the weighted average 3-2-1 market benchmark crack, net of RINs, expressed as a percentage. The weighted average crack spread, net of RINs, is calculated on Cenovus’s operable capacity-weighted average of the Chicago and Group 3 3-2-1 benchmark market crack spreads, net of RINs.

The company previously disclosed market capture which did not exclude the effect of inventory holding gains or losses. Cenovus replaced market capture with adjusted market capture to exclude the impact of inventory holding gains or losses. The company believes this metric provides more comparability and accuracy when measuring the cash generating performance of our downstream operations. Comparative periods were revised to conform with our current presentation.

($ millions)	Three months ended June 30, 2025	Three months ended March 31, 2025
Revenues ⁽⁸⁾	6,455	6,423
Purchased Product ⁽⁸⁾	5,838	6,006
Gross Margin	617	417
Inventory Holding (Gain) Loss	62	23
Adjusted Gross Margin	679	440
Total Processed Inputs (Mbbls/d)	594.2	581.0
Adjusted Gross Margin ($/bbl)	12.57	8.41
Operable Capacity (Mbbls/d)	612.3	612.3
Operable Capacity by Regional Benchmark (percent)
Chicago 3-2-1 Crack Spread Weighting	81	81
Group 3 3-2-1 Crack Spread Weighting	19	19
Benchmark Prices and Exchange Rate
Chicago 3-2-1 Crack Spread (US$/bbl)	21.64	13.68
Group 3 3-2-1 Crack Spread (US$/bbl)	23.07	16.48
RINs (US$/bbl)	6.12	4.76
US$ per C$1 – Average	0.723	0.697
Weighted Average Crack Spread, Net of RINs ($/bbl)	21.86	13.58
Adjusted Market Capture (percent)	58	62

⁸Found in Note 1 of the June 30, 2025, or the March 31, 2025, interim Consolidated Financial Statements.

Cenovus Energy Inc.

Cenovus Energy Inc. is an integrated energy company with oil and natural gas production operations in Canada and the Asia Pacific region, and upgrading, refining and marketing operations in Canada and the United States. The company is committed to maximizing value by developing its assets in a safe, responsible and cost-efficient manner, integrating environmental, social and governance considerations into its business plans. Cenovus common shares and warrants are listed on the Toronto and New York stock exchanges, and the company’s preferred shares are listed on the Toronto Stock Exchange. For more information, visit cenovus.com.

Find Cenovus on Facebook, LinkedIn, YouTube and Instagram.

Cenovus contacts

Investors
Investor Relations general line
403-766-7711

Media
Media Relations general line
403-766-7751

The MIL Network –

August 5, 2025

MIL-OSI: WTW Reports Second Quarter 2025 Earnings

Source: GlobeNewswire (MIL-OSI)

Revenue¹of $2.3 billion was flat compared to prior-year quarter due to the sale of TRANZACT
Organic Revenue growth of 5% for the quarter
Diluted Earnings per Share was $3.32 for the quarter, up 144% over prior year
Adjusted Diluted Earnings per Share was $2.86 for the quarter, up 20% over prior year²
Operating Margin was 16.3% for the quarter, up 690 basis points over prior year
Adjusted Operating Margin was 18.5% for the quarter, up 150 basis points from prior year

LONDON, July 31, 2025 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the second quarter ended June 30, 2025.

“Our strong second quarter results demonstrate the meaningful progress we’ve made towards advancing our strategy, helping deliver solid topline results, along with margin and earnings growth,” said Carl Hess, WTW’s Chief Executive Officer. “I’m pleased with how our businesses continued to prove their value and resilience this quarter, providing our clients with critical solutions to help manage people, risk and capital amidst economic uncertainty. Building on our strong first-half performance and continued momentum, we enter the second half of 2025 on track to deliver on our financial framework, including mid-single digit organic revenue growth, operating margin expansion, adjusted earnings per share growth, and free-cash-flow margin expansion. I’d like to thank our colleagues for their consistent execution and dedication to delivering for our clients.”

Consolidated Results

As reported, USD millions, except %

Key Metrics	Q2-25	Q2-24²	Y/Y Change
Revenue¹	$2,261	$2,265	Reported (0)% \| CC (1)% \| Organic 5%
Income from Operations	$368	$212	74%
Operating Margin %	16.3%	9.4%	690 bps
Adjusted Operating Income	$419	$385	9%
Adjusted Operating Margin %	18.5%	17.0%	150 bps
Net Income	$332	$142	134%
Adjusted Net Income	$285	$247	15%
Diluted EPS	$3.32	$1.36	144%
Adjusted Diluted EPS	$2.86	$2.39	20%

¹	The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. The segment discussion is on an organic basis.

²	Refer to “WTW Non-GAAP Measures” below and the Q2-25 Supplemental Slides for recast of historical Non-GAAP measures.

Revenue was $2.26 billion for the second quarter of 2025, which was flat compared to $2.27 billion for the same period in the prior year due to the sale of TRANZACT. Excluding the impact of foreign currency, revenue decreased 1%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

Net Income for the second quarter of 2025 was $332 million compared to Net Income of $142 million in the prior-year second quarter. Adjusted EBITDA for the second quarter was $470 million, or 20.8% of revenue, an increase of 6%, compared to Adjusted EBITDA of $445 million, or 19.6% of revenue, in the prior-year second quarter. The U.S. GAAP tax rate for the second quarter was (6.8)%, and the adjusted income tax rate for the second quarter used in calculating adjusted diluted earnings per share was 18.0%.

Cash Flow and Capital Allocation

Cash flows from operating activities were $326 million for the six months ended June 30, 2025, compared to cash flows from operating activities of $431 million for the same prior-year period. Free cash flow for the six months ended June 30, 2025 and 2024 was $217 million and $305 million, respectively, a decrease of $88 million. The decline was primarily due to increased compensation and cash tax payments as well as the absence of cash inflows from TRANZACT following its sale on December 31, 2024, partly offset by lower Transformation program spending and operational improvements. During the quarter ended June 30, 2025, the Company repurchased 1,614,427 of its outstanding shares for $500 million.

Second Quarter 2025 Segment Highlights

Health, Wealth & Career (“HWC”)

As reported, USD millions, except %

Health, Wealth & Career	Q2-25	Q2-24	Y/Y Change
Total Revenue	$1,180	$1,260	Reported (6)% \| CC (8)% \| Organic 4%
Operating Income	$280	$276	1%
Operating Margin %	23.8%	21.9%	190 bps

The HWC segment had revenue of $1.18 billion in the second quarter of 2025, a decrease of 6% (8% decrease constant currency and organic growth of 4%) from $1.26 billion in the prior year due to the sale of TRANZACT. Health delivered organic revenue growth driven by double-digit increases outside North America and solid performance in North America. Wealth generated organic revenue growth from higher levels of Retirement work globally alongside growth in our Investments business from new business wins and product launches. Career had modest revenue growth as healthy demand for advisory project work outside North America was offset by North America client postponement decisions made earlier in the year. Benefits Delivery & Outsourcing revenue was materially flat, as increased project and core administration work within Europe was tempered by lower commission revenue in the Individual Marketplace business compared to the prior year.

Operating margins in the HWC segment increased 190 basis points from the prior-year second quarter to 23.8%, primarily due to the sale of TRANZACT. Excluding TRANZACT operating margins increased 20 basis points. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

Risk & Broking (“R&B”)

As reported, USD millions, except %

Risk & Broking	Q2-25	Q2-24	Y/Y Change
Total Revenue	$1,047	$979	Reported 7% \| CC 6% \| Organic 6%
Operating Income	$222	$202	10%
Operating Margin %	21.2%	20.6%	60 bps

The R&B segment had revenue of $1.05 billion in the second quarter of 2025, an increase of 7% (6% increase constant currency and organic) from $979 million in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention globally. Insurance Consulting and Technology (ICT) revenue was flat for the quarter as clients managed spend more cautiously amid ongoing economic uncertainty.

Operating margins in the R&B segment increased 60 basis points from the prior-year second quarter to 21.2%, due primarily to operating leverage driven by strong organic revenue growth and savings from the Transformation program which were partially offset by headwinds from decreased interest income and foreign currency fluctuations.

Select 2025 Financial Considerations

Changes to Non-GAAP financial measures:

All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefits
Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs
Refer to Supplemental Slides for recast of historical Non-GAAP measures

Business mix:

TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio following the completion of the TRANZACT sale in the fourth quarter of 2024
Reinsurance joint venture with Bain Capital expected to be a headwind on adjusted diluted earnings per share of approximately $0.20, which will be partially mitigated by gains from other equity investments, resulting in a net headwind of approximately $0.10 at the interest in earnings of associates level

Free cash flow:

Expect cash outflows in 2025 from the payment of accrued costs related to the Transformation program which concluded in 2024

Capital allocation:

Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

Foreign exchange:

Expect a foreign currency tailwind on adjusted diluted earnings per share of approximately $0.05 in 2025 at today’s rates

Adjusted operating margin outlook:

~100 basis points of average annual margin expansion over next 3 years in R&B
Incremental annual margin expansion at HWC and enterprise levels

The 2025 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under “WTW Non-GAAP Measures” below.

Conference Call

The Company will host a conference call to discuss the financial results for the second quarter 2025. It will be held on Thursday, July 31, 2025, beginning at 9:00 a.m. Eastern Time. A live, listen-only webcast of the conference call will be available on WTW’s website. Analysts and institutional investors may participate in the conference call’s question-and-answer session by registering in advance here. An online replay will be available at investors.wtwco.com shortly after the call concludes.

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

WTW Non-GAAP Measures

In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
Net periodic pension and postretirement benefits – Adjustment to remove the recognition of net periodic pension and postretirement benefits (including pension settlements), other than service costs. We have included this adjustment as applicable in our prior-period disclosures in order to conform to the current-period presentation.
Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Our non-GAAP measures and their accompanying definitions are presented as follows:

Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

Adjusted Operating Income/Margin – Income from operations adjusted for amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted EBITDA/Margin – Net Income adjusted for provision for income taxes, interest expense, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

Adjusted Net Income – Net Income Attributable to WTW adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted Income Before Taxes – Income from operations before income taxes and interest in earnings of associates adjusted for amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

Adjusted Income Taxes/Tax Rate – Provision for income taxes adjusted for taxes on certain items of amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, net periodic pension and postretirement benefits, the tax effects of significant adjustments and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations. As a result of our change in presentation, free cash flow for the prior period has been adjusted to conform to the current period, which includes the deduction of our capitalized software costs.

Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

WTW Forward-Looking Statements

This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations. All statements, other than statements of historical facts, that address activities, events or developments that we expect or anticipate may occur in the future, including such things as: our outlook; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; future share repurchases; financial results (including our revenue, costs or margins) and the impact of changes to tax laws on our financial results; existing and evolving business strategies including those related to acquisitions and dispositions; demand for our services and competitive strengths; strategic goals; the benefits of new initiatives; growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives generated from our completed multi-year operational transformation program or other expense savings initiatives; our recognition of future impairment charges; and plans and references to future performance, including our future financial and operating results, short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates, changes in trade policies, increased tariffs and retaliatory actions; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including those relating to changes in trade policies and tariffs, as well as political events, war, such as the Russia-Ukraine and Israel-Hamas wars, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, such as uncertainty in the global markets, inflation, changes in interest rates and recessionary trends, changes in spending by government agencies and contractors, which could have a material adverse effect on our business, financial condition, results of operations and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity and artificial intelligence; the risks relating to the transitional arrangements in effect subsequent to our completed sale of TRANZACT; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing or potential future litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to make divestitures or acquisitions, including our ability to integrate or manage acquired businesses or carve-out businesses to be disposed, as well as our ability to identify and successfully execute on opportunities for strategic collaboration; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; our ability to successfully manage ongoing organizational changes, including as a result of our recently-completed multi-year operational transformation program, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; risks relating to changes in our management structures and in senior leadership; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of global trade policies and retaliatory considerations as well as foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics solutions, including through the use of artificial intelligence, for internal operations, maintaining industry standards, meeting client preferences and gaining competitive advantage, among other things; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future impairment charges; risks relating to or arising from environmental, social and governance (‘ESG’) practices; fluctuation in revenue against our relatively fixed or higher-than-expected expenses; the risk that investment levels increase; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at http://www.sec.gov or www.wtwco.com.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

Contact

INVESTORS
Claudia De La Hoz | Claudia.Delahoz@wtwco.com

WTW Supplemental Segment Information (In millions of U.S. dollars) (Unaudited)

REVENUE
						Components of Revenue Change⁽ⁱ⁾
						Less:		Less:
	Three Months Ended June 30,				As Reported	Currency	Constant Currency	Acquisitions/	Organic
	2025		2024		% Change	Impact	Change	Divestitures	Change

Health, Wealth & Career
Revenue excluding interest income	$	1,173	$	1,251	(6)%	1%	(7)%	(12)%	4%
Interest income		7		9
Total		1,180		1,260	(6)%	1%	(8)%	(12)%	4%

Risk & Broking
Revenue excluding interest income	$	1,024	$	950	8%	1%	6%	0%	6%
Interest income		23		29
Total		1,047		979	7%	1%	6%	0%	6%

Segment Revenue	$	2,227	$	2,239	(1)%	1%	(2)%	(7)%	5%
Corporate, reimbursable expenses and other		24		20
Interest income		10		6
Revenue	$	2,261	$	2,265	0%	1%	(1)%	(6)%	5%⁽ⁱⁱ⁾

						Components of Revenue Change⁽ⁱ⁾
						Less:		Less:
	Six Months Ended June 30,				As Reported	Currency	Constant Currency	Acquisitions/	Organic
	2025		2024		% Change	Impact	Change	Divestitures	Change

Health, Wealth & Career
Revenue excluding interest income	$	2,331	$	2,578	(10)%	0%	(10)%	(13)%	3%
Interest income		14		18
Total		2,345		2,596	(10)%	0%	(10)%	(13)%	3%

Risk & Broking
Revenue excluding interest income	$	2,029	$	1,900	7%	0%	7%	0%	7%
Interest income		45		57
Total		2,074		1,957	6%	0%	6%	0%	6%

Segment Revenue	$	4,419	$	4,553	(3)%	0%	(3)%	(7)%	5%
Corporate, reimbursable expenses and other		45		41
Interest income		20		12
Revenue	$	4,484	$	4,606	(3)%	0%	(3)%	(7)%	5%⁽ⁱⁱ⁾

⁽ⁱ⁾	Components of revenue change may not add due to rounding.
⁽ⁱⁱ⁾	Interest income did not contribute to organic change for the three and six months ended June 30, 2025.

BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

	Three Months Ended June 30,
	HWC				R&B				Corporate				Total
	2025		2024		2025		2024		2025		2024		2025		2024
Book-of-business settlements	$	—	$	—	$	3	$	2	$	—	$	—	$	3	$	2
Interest income		7		9		23		29		10		6		40		44
Total	$	7	$	9	$	26	$	31	$	10	$	6	$	43	$	46

	Six Months Ended June 30,
	HWC				R&B				Corporate				Total
	2025		2024		2025		2024		2025		2024		2025		2024
Book-of-business settlements	$	2	$	—	$	3	$	4	$	—	$	—	$	5	$	4
Interest income		14		18		45		57		20		12		79		87
Total	$	16	$	18	$	48	$	61	$	20	$	12	$	84	$	91

SEGMENT OPERATING INCOME ⁽ⁱ⁾

	Three Months Ended June 30,
	2025		2024

Health, Wealth & Career	$	280	$	276
Risk & Broking		222		202
Segment Operating Income	$	502	$	478

	Six Months Ended June 30,
	2025		2024

Health, Wealth & Career	$	591	$	612
Risk & Broking		448		405
Segment Operating Income	$	1,039	$	1,017

⁽ⁱ⁾

Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.

SEGMENT OPERATING MARGINS

	Three Months Ended June 30,
	2025	2024
Health, Wealth & Career	23.8%	21.9%
Risk & Broking	21.2%	20.6%

	Six Months Ended June 30,
	2025	2024
Health, Wealth & Career	25.2%	23.6%
Risk & Broking	21.6%	20.7%

RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

	Three Months Ended June 30,
	2025			2024

Segment Operating Income	$	502		$	478
Amortization		(49	)		(60	)
Restructuring costs		—			(3	)
Transaction and transformation⁽ⁱ⁾		(2	)		(97	)
Unallocated, net⁽ⁱⁱ⁾		(83	)		(106	)
Income from Operations		368			212
Interest expense		(64	)		(68	)
Other income, net		9			23
Income from operations before income taxes and interest in earnings of associates	$	313		$	167

	Six Months Ended June 30,
	2025			2024

Segment Operating Income	$	1,039		$	1,017
Amortization		(97	)		(120	)
Restructuring costs		—			(21	)
Transaction and transformation⁽ⁱ⁾		(2	)		(222	)
Unallocated, net⁽ⁱⁱ⁾		(140	)		(162	)
Income from Operations		800			492
Interest expense		(129	)		(132	)
Other (loss)/income, net		(55	)		49
Income from operations before income taxes and interest in earnings of associates	$	616		$	409

⁽ⁱ⁾	In addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
⁽ⁱⁱ⁾	Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.

WTW Reconciliations of Non-GAAP Measures (In millions of U.S. dollars, except per share data) (Unaudited)

RECONCILIATIONS OF NET INCOME ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE

	Three Months Ended June 30,
	2025			2024

Net income attributable to WTW	$	331		$	141
Adjusted for certain items:
Amortization		49			60
Restructuring costs		—			3
Transaction and transformation		2			97
Provision for specified litigation matter ⁽ⁱ⁾		—			13
Net periodic pension and postretirement benefits		(13	)		(21	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(10	)		(39	)
Tax effect of significant adjustments		(74	)		(7	)
Adjusted Net Income	$	285		$	247

Weighted-average ordinary shares, diluted		100			103

Diluted Earnings Per Share	$	3.32		$	1.36
Adjusted for certain items:⁽ⁱⁱⁱ⁾
Amortization		0.49			0.58
Restructuring costs		—			0.03
Transaction and transformation		0.02			0.94
Provision for specified litigation matter ⁽ⁱ⁾		—			0.13
Net periodic pension and postretirement benefits		(0.13	)		(0.20	)
Tax effect on certain items listed above⁽ⁱⁱ⁾		(0.10	)		(0.38	)
Tax effect of significant adjustments		(0.74	)		(0.07	)
Adjusted Diluted Earnings Per Share⁽ⁱⁱⁱ⁾	$	2.86		$	2.39

	Six Months Ended June 30,
	2025			2024

Net income attributable to WTW	$	566		$	331
Adjusted for certain items:
Amortization		97			120
Restructuring costs		—			21
Transaction and transformation		2			222
Provision for specified litigation matter⁽ⁱ⁾		—			13
Net periodic pension and postretirement benefits		62			(43	)
Gain on disposal of operations		(14	)		—
Tax effect on certain items listed above⁽ⁱⁱ⁾		(38	)		(85	)
Tax effect of significant adjustments		(74	)		(7	)
Adjusted Net Income	$	601		$	572

Weighted-average ordinary shares, diluted		100			104

Diluted Earnings Per Share	$	5.64		$	3.20
Adjusted for certain items:⁽ⁱⁱⁱ⁾
Amortization		0.97			1.16
Restructuring costs		—			0.20
Transaction and transformation		0.02			2.14
Provision for specified litigation matter⁽ⁱ⁾		—			0.13
Net periodic pension and postretirement benefits		0.62			(0.42	)
Gain on disposal of operations		(0.14	)		—
Tax effect on certain items listed above⁽ⁱⁱ⁾		(0.38	)		(0.82	)
Tax effect of significant adjustments		(0.74	)		(0.07	)
Adjusted Diluted Earnings Per Share⁽ⁱⁱⁱ⁾	$	5.99		$	5.53

⁽ⁱ⁾	Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
⁽ⁱⁱ⁾	The tax effect was calculated using an effective tax rate for each item.
⁽ⁱⁱⁱ⁾	Per share values and totals may differ due to rounding.

RECONCILIATIONS OF NET INCOME TO ADJUSTED EBITDA

	Three Months Ended June 30,
	2025				2024

Net Income	$	332		14.7%	$	142		6.3%
(Benefit from)/provision for income taxes		(21	)			26
Interest expense		64				68
Depreciation		57				57
Amortization		49				60
Restructuring costs		—				3
Transaction and transformation		2				97
Provision for specified litigation matter⁽ⁱ⁾		—				13
Net periodic pension and postretirement benefits		(13	)			(21	)
Adjusted EBITDA and Adjusted EBITDA Margin	$	470		20.8%	$	445		19.6%

	Six Months Ended June 30,
	2025				2024

Net Income	$	571		12.7%	$	336		7.3%
Provision for income taxes		44				74
Interest expense		129				132
Depreciation		111				116
Amortization		97				120
Restructuring costs		—				21
Transaction and transformation		2				222
Provision for specified litigation matter⁽ⁱ⁾		—				13
Net periodic pension and postretirement benefits		62				(43	)
Gain on disposal of operations		(14	)			—
Adjusted EBITDA and Adjusted EBITDA Margin	$	1,002		22.3%	$	991		21.5%

⁽ⁱ⁾

Represents a provision related to potential litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. Because of this, while we do not believe the potential litigation is material, we believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

	Three Months Ended June 30,
	2025			2024

Income from operations and Operating margin	$	368	16.3%	$	212	9.4%
Adjusted for certain items:
Amortization		49			60
Restructuring costs		—			3
Transaction and transformation		2			97
Provision for specified litigation matter⁽ⁱ⁾		—			13
Adjusted operating income and Adjusted operating income margin	$	419	18.5%	$	385	17.0%

	Six Months Ended June 30,
	2025			2024

Income from operations and Operating margin	$	800	17.8%	$	492	10.7%
Adjusted for certain items:
Amortization		97			120
Restructuring costs		—			21
Transaction and transformation		2			222
Provision for specified litigation matter⁽ⁱ⁾		—			13
Adjusted operating income and Adjusted operating income margin	$	899	20.0%	$	868	18.8%

⁽ⁱ⁾

RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

	Three Months Ended June 30,
	2025			2024

Income from operations before income taxes and interest in earnings of associates	$	313		$	167

Adjusted for certain items:
Amortization		49			60
Restructuring costs		—			3
Transaction and transformation		2			97
Provision for specified litigation matter⁽ⁱ⁾		—			13
Net periodic pension and postretirement benefits		(13	)		(21	)
Adjusted income before taxes	$	351		$	319

(Benefit from)/provision for income taxes	$	(21	)	$	26
Tax effect on certain items listed above⁽ⁱⁱ⁾		10			39
Tax effect of significant adjustments		74			7
Adjusted income taxes	$	63		$	72

U.S. GAAP tax rate		(6.8	)%		15.6	%
Adjusted income tax rate		18.0	%		22.4	%

	Six Months Ended June 30,
	2025			2024

Income from operations before income taxes and interest in earnings of associates	$	616		$	409

Adjusted for certain items:
Amortization		97			120
Restructuring costs		—			21
Transaction and transformation		2			222
Provision for specified litigation matter⁽ⁱ⁾		—			13
Net periodic pension and postretirement benefits		62			(43	)
Gain on disposal of operations		(14	)		—
Adjusted income before taxes	$	763		$	742

Provision for income taxes	$	44		$	74
Tax effect on certain items listed above⁽ⁱⁱ⁾		38			85
Tax effect of significant adjustments		74			7
Adjusted income taxes	$	156		$	166

U.S. GAAP tax rate		7.1	%		18.1	%
Adjusted income tax rate		20.5	%		22.3	%

⁽ⁱ⁾

⁽ⁱⁱ⁾

The tax effect was calculated using an effective tax rate for each item.

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

	Six Months Ended June 30,
	2025			2024

Cash flows from operating activities	$	326		$	431
Less: Additions to fixed assets and software		(109	)		(126	)
Free Cash Flow	$	217		$	305

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Income (In millions of U.S. dollars, except per share data) (Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Revenue	$	2,261		$	2,265		$	4,484		$	4,606

Costs of providing services
Salaries and benefits		1,449			1,397			2,773			2,739
Other operating expenses		336			439			701			896
Depreciation		57			57			111			116
Amortization		49			60			97			120
Restructuring costs		—			3			—			21
Transaction and transformation		2			97			2			222
Total costs of providing services		1,893			2,053			3,684			4,114

Income from operations		368			212			800			492

Interest expense		(64	)		(68	)		(129	)		(132	)
Other income/(loss), net		9			23			(55	)		49

INCOME FROM OPERATIONS BEFORE INCOME TAXES AND INTEREST IN EARNINGS OF ASSOCIATES		313			167			616			409

Benefit from/(provision for) income taxes		21			(26	)		(44	)		(74	)

INCOME FROM OPERATIONS BEFORE INTEREST IN EARNINGS OF ASSOCIATES		334			141			572			335

Interest in earnings of associates, net of tax		(2	)		1			(1	)		1

NET INCOME		332			142			571			336

Income attributable to non-controlling interests		(1	)		(1	)		(5	)		(5	)

NET INCOME ATTRIBUTABLE TO WTW	$	331		$	141		$	566		$	331

EARNINGS PER SHARE
Basic earnings per share	$	3.34		$	1.37		$	5.68		$	3.22
Diluted earnings per share	$	3.32		$	1.36		$	5.64		$	3.20

Weighted-average ordinary shares, basic		99			103			100			103
Weighted-average ordinary shares, diluted		100			103			100			104

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Balance Sheets (In millions of U.S. dollars, except share data) (Unaudited)

	June 30,			December 31,
	2025			2024
ASSETS
Cash and cash equivalents	$	1,963		$	1,890
Fiduciary assets		10,720			9,504
Accounts receivable, net		2,364			2,494
Prepaid and other current assets		558			1,217
Total current assets		15,605			15,105
Fixed assets, net		696			661
Goodwill		8,938			8,799
Other intangible assets, net		1,232			1,295
Right-of-use assets		495			485
Pension benefits assets		578			530
Other non-current assets		934			806
Total non-current assets		12,873			12,576
TOTAL ASSETS	$	28,478		$	27,681
LIABILITIES AND EQUITY
Fiduciary liabilities	$	10,720		$	9,504
Deferred revenue and accrued expenses		1,726			2,211
Current debt		549			—
Current lease liabilities		124			118
Other current liabilities		752			765
Total current liabilities		13,871			12,598
Long-term debt		4,762			5,309
Liability for pension benefits		550			615
Provision for liabilities		369			341
Long-term lease liabilities		500			502
Other non-current liabilities		246			299
Total non-current liabilities		6,427			7,066
TOTAL LIABILITIES		20,298			19,664
COMMITMENTS AND CONTINGENCIES
EQUITY⁽ⁱ⁾
Additional paid-in capital		11,012			10,989
(Accumulated deficit)/retained earnings		(206	)		109
Accumulated other comprehensive loss, net of tax		(2,706	)		(3,158	)
Total WTW shareholders’ equity		8,100			7,940
Non-controlling interests		80			77
Total Equity		8,180			8,017
TOTAL LIABILITIES AND EQUITY	$	28,478		$	27,681


⁽ⁱ⁾	Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 97,853,208 (2025) and 99,805,780 (2024); Outstanding 97,853,208 (2025) and 99,805,780 (2024) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2025 and 2024.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited)

	Six Months Ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME	$	571		$	336
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation		111			116
Amortization		97			120
Non-cash restructuring charges		—			12
Non-cash lease expense		47			49
Net periodic cost/(benefit) of defined benefit pension plans		94			(11	)
Provision for doubtful receivables from clients		7			10
Benefit from deferred income taxes		(70	)		(25	)
Share-based compensation		68			54
Net gain on disposal of operations		(14	)		—
Non-cash foreign exchange loss/(gain)		30			(12	)
Other, net		18			22
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable		225			118
Other assets		(99	)		(161	)
Other liabilities		(778	)		(242	)
Provisions		19			45
Net cash from operating activities		326			431

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software		(109	)		(126	)
Acquisitions of operations, net of cash acquired		(14	)		(18	)
Contributions to investments in associates		(8	)		—
Net proceeds from sale of operations		836			—
Net purchases of held-to-maturity securities		(50	)		—
Net purchases of available-for-sale securities		(43	)		(14	)
Net cash from/(used in) investing activities		612			(158	)

CASH FLOWS (USED IN)/FROM FINANCING ACTIVITIES
Senior notes issued		—			746
Debt issuance costs		—			(9	)
Repayments of debt		(2	)		(652	)
Repurchase of shares		(700	)		(301	)
Net proceeds from fiduciary funds held for clients		141			783
Payments of deferred and contingent consideration related to acquisitions		(15	)		—
Cash paid for employee taxes on withholding shares		(43	)		(24	)
Dividends paid		(179	)		(176	)
Acquisitions of and dividends paid to non-controlling interests		(2	)		(3	)
Net cash (used in)/from financing activities		(800	)		364

INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		138			637
Effect of exchange rate changes on cash, cash equivalents and restricted cash		207			(53	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD ⁽ⁱ⁾		4,998			3,792
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	5,343		$	4,376


⁽ⁱ⁾	The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosure of Cash Flow Information section.

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	Six Months Ended June 30,
	2025			2024

Supplemental disclosures of cash flow information:
Cash and cash equivalents	$	1,963		$	1,247
Fiduciary funds (included in fiduciary assets)		3,380			3,129
Total cash, cash equivalents and restricted cash	$	5,343		$	4,376

Decrease in cash, cash equivalents and other restricted cash	$	(3	)	$	(154	)
Increase in fiduciary funds		141			791
Total ⁽ⁱ⁾	$	138		$	637

⁽ⁱ⁾	Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

The MIL Network –

August 5, 2025

MIL-OSI: Banco Itaú Chile Announces Second Quarter 2025 Management Discussion & Analysis Report

Source: GlobeNewswire (MIL-OSI)

SANTIAGO, Chile, July 31, 2025 (GLOBE NEWSWIRE) — BANCO ITAÚ CHILE (SSE: ITAUCL) announced today its Management Discussion & Analysis Report (“MD&A Report”) for the second quarter ended June 30, 2025. For the full MD&A Report, please refer to the following link:
https://ir.itau.cl/MDAQ22025

On Monday, August 11, 2025, at 9:00 A.M. Santiago time (9:00 A.M. ET), the Company’s management team will host a conference call to discuss the financial results. The call will be hosted by André Gailey, CEO; Emiliano Muratore, CFO; and Andrés Perez, Chief Economist.

Webinar Details:
Online registration:
https://mzgroup.zoom.us/webinar/register/WN_Zwa7qMydTu-u6c93fjgaMw

All participants must pre-register using this link to join the webinar. Upon registering, each participant will be provided with details to connect to the call.

Q&A session:
The Q&A session will be available for participants through the webinar, where attendees will be allowed to present their questions – we will answer selected questions verbally.

Investor Relations – Itaú Chile
IR@itau.cl / ir.itau.cl

The MIL Network –

August 5, 2025
MIL-OSI: Axi Honoured with Five Awards by World Business Outlook Awards for 2025

Source: GlobeNewswire (MIL-OSI)

SYDNEY, July 31, 2025 (GLOBE NEWSWIRE) — Axi, an industry-leading global broker, has been recognised with five awards* from the World Business Outlook Awards for 2025, marking a significant milestone in its continued growth and commitment to excellence:

Best CFD Provider Australia

Best Forex Trading Platform Australia

Best 24/7 Customer Service Provider Australia

Best Forex Broker Australia

Most User-Friendly Trading Experience Australia

“We are beyond proud and humbled to receive five awards from World Business Outlook Awards,” said Louis Cooper, CCO at Axi. “This recognition reflects and reinforces our mission to help our traders and partners gain the edge they need to stay ahead in this rapidly evolving industry. From providing the best-in-class trading platform and backing it up with top-tier customer service, we’re incredibly excited to see our efforts reaffirmed.”

The latest accolade follows a series of other notable achievements for Axi. Earlier this year, Global Business and Finance Magazine Awards recognised Axi with the ‘Best Financial Institution 2025’ award for the UK, Middle East, and LatAm markets. In 2024, the broker received widespread industry acclaim with the ‘Innovator of the Year’ award at the 2024 Dubai Forex Expo. That same year, Axi was named Best Broker (MENA), Most Trusted Broker (LatAm), Most Reliable Broker (Europe), and Best Introducing Broker Program (Asia) by Global Forex Awards.

About Axi

Axi is a global online FX and CFD trading company, with thousands of customers in 100+ countries worldwide. Axi offers CFDs for several asset classes including Forex, Shares, Gold, Oil, Coffee, and more.

For more information or additional comments from Axi, please contact: mediaenquiries@axi.com

*These awards are granted to the Axi group of companies.

The MIL Network –

August 5, 2025
Cabinet clears ₹6,520 crore outlay for PM Kisan Sampada Yojana till FY26

Source: Government of India

Source: Government of India (4)

The Union Cabinet on Thursday approved a total outlay of ₹6,520 crore for the ongoing Central Sector Scheme, Pradhan Mantri Kisan Sampada Yojana (PMKSY), for the period of the 15th Finance Commission cycle (2021-22 to 2025-26). The approved amount includes an additional allocation of ₹1,920 crore to support new and existing projects under the scheme.

Of the total outlay, ₹1,000 crore has been earmarked to set up 50 Multi-Product Food Irradiation Units under the component scheme Integrated Cold Chain and Value Addition Infrastructure (ICCVAI) and 100 NABL-accredited Food Testing Laboratories under the Food Safety and Quality Assurance Infrastructure (FSQAI) component. These initiatives are in alignment with announcements made in the Union Budget.

The remaining ₹920 crore will be used to sanction projects under various other components of PMKSY during the current Finance Commission cycle. Both ICCVAI and FSQAI are demand-driven schemes, with proposals to be invited through Expressions of Interest (EOIs) from eligible entities across the country. Projects will be selected following scrutiny based on the eligibility norms outlined in the scheme guidelines.

According to the Ministry of Food Processing Industries, the 50 irradiation units are expected to create additional preservation capacity ranging from 20 to 30 lakh metric tonnes (LMT) per annum, depending on the types of food processed. These units will play a crucial role in extending the shelf life of agricultural produce, thereby reducing post-harvest losses.

In parallel, the proposed 100 food testing labs in the private sector are aimed at developing advanced infrastructure for analysing food samples. The Ministry said these facilities would help strengthen food safety mechanisms and ensure the availability of safe, quality-compliant food products in the market.

The Pradhan Mantri Kisan Sampada Yojana, launched in 2017, seeks to create modern infrastructure and efficient supply chains for the food processing sector.

August 5, 2025

Name	Number of shares held
George Ηandjinicolaou	15,000
Ioannis Kontopoulos	95,000

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