Notice of determination of make-whole amount

Sage Group PLC (The)

23 September 2026

 

The Sage Group plc
Notice of determination of make-whole amount

THIS NOTICE RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("EUWA") ("UK MAR").

23 September 2026

NOTICE OF THE DETERMINATION OF THE MAKE-WHOLE AMOUNT

TO THE HOLDERS OF

EUR500,000,000 3.820 per cent. Notes due 15 February 2028

ISIN: XS2587306403

(the "Notes")

issued by The Sage Group plc (the "Issuer")

and

unconditionally and irrevocably guaranteed by

Sage Treasury Company Limited

(the "Guarantor")

Reference is made to the notice dated 11 September 2026 published by the Issuer (the "Redemption Notice") in relation to the redemption and cancellation of listing of the Notes which is to take effect on 28 September 2026 (the "Redemption Date").

Capitalised terms not otherwise defined in this notice shall have the meanings given to them in the Redemption Notice and/or the terms and conditions of the Notes (the "Terms and Conditions of the Notes") set out in the final terms dated 13 February 2023 and the trust deed dated 31 January 2023, as amended or supplemented from time to time, between the Issuer, the Guarantor and HSBC Corporate Trustee Company (UK) Limited as the Trustee constituting the Notes.

Further to the publication of the Redemption Notice, notice is hereby given by the Issuer to the holders of the Notes in accordance with Condition 14 (Notices) of the Notes, that the Determination Agent appointed to determine the Make-whole Amount in accordance with Condition 6.3 (Redemption at the option of the Issuer (Issuer Call)), has determined that the Make-whole Amount (as described in Condition 6.3(b)) in respect of the Notes is EUR1,005.403  for each EUR1,000 nominal amount of the Notes outstanding.

In addition, the Issuer will make a further payment to the holders of the Notes on the Redemption Date of an amount equal to EUR23.55 per EUR1,000 nominal amount of the Notes outstanding in respect of the accrued but unpaid interest in relation to the Notes, in respect of the period from (and including) 15 February 2026 (being the interest payment date immediately preceding the Redemption Date) to (but excluding) the Redemption Date.

Noteholders should look to the relevant clearing systems through which their Notes are held for repayment on the Redemption Date.

In accordance with the Terms and Conditions of the Notes, all the Notes called for redemption will be cancelled and may not be re-issued or resold. Request will be made to (i) the Financial Conduct Authority ("FCA") to cancel the listing of the Notes on the official list of the FCA and (ii) the London Stock Exchange plc (the "London Stock Exchange") to cancel the admission to trading of the Notes on the Main Market of the London Stock Exchange, following the redemption in full of the Notes.

This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7(1) of UK MAR, encompassing information relating to the redemption described above. For the purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of UK domestic law by virtue of the EUWA, this announcement is made by Vicki Bradin, General Counsel and Company Secretary of the Issuer on 28 September 2026.

Enquiries

Sage [phone]

Alexander Hall, Group Financial Controller

James Thomas, Treasury

James Sandford, Investor Relations

Becky Potgieter, Corporate PR

FGS Global [phone]

Conor McClafferty

Sophia Johnston

About Sage

Sage exists to knock down barriers so everyone can thrive, starting with the millions of small and mid-sized businesses (SMBs) served by us, our partners and accountants. Customers trust our finance, HR and payroll software to make work and money flow. By digitalising business processes and relationships with customers, suppliers, employees, banks and governments, our AI-powered platform connects SMBs, removing friction and delivering insights. Knocking down barriers also means we use our time, technology and experience to tackle digital inequality, economic inequality and the climate crisis.

Issuer Legal Entity Identifier (LEI) Number: 2138005RN5XYLTF8G138

DISCLAIMER

This publication does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Issuer. The Notes and the guarantee in respect of the Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold within the United States or to, or for the account or the benefit of, US persons, as defined in Regulation S under the Securities Act, except 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 securities laws.

 

END