Prospectus dated 23 June 2020 Bupa Finance plc (Incorporated with limited liability in England and Wales with Registered no. 02779134, legal entity identifier ZIMCVQHUFZ8GVHENP290) £350,000,000 4.125 per cent. Fixed Rate Subordinated Notes due 2035 Issue price: 99.383 per cent. The £350,000,000 4.125 per cent. Fixed Rate Subordinated Notes due 2035 (the “Notes”) will be issued by Bupa Finance plc (the “Issuer”) and will be constituted by a trust deed (as amended or supplemented from time to time, the “Trust Deed”) to be dated on or about 25 June 2020 (the “Issue Date”) between the Issuer, and the Trustee (as defined in “Terms and Conditions of the Notes” (the “Conditions”, and references herein to a numbered “Condition” shall be construed accordingly)). Application has been made to the United Kingdom Financial Conduct Authority (the “FCA”) under Part VI of the Financial Services and Markets Act 2000, as amended (the “FSMA”) for the Notes to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU, as amended (“MIFID II”). This Prospectus has been approved by the FCA, which is the United Kingdom (“UK”) competent authority, under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as (a) an endorsement of the Issuer that is the subject of this Prospectus; or (b) an endorsement of the quality of the Notes that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes. Interest on the Notes will accrue at a fixed rate of 4.125 per cent. per annum and will be payable (subject to the following proviso) in equal instalments semi-annually in arrear (with a short first coupon) on 14 June and 14 December in each year, commencing on 14 December 2020; provided that the Issuer will be required to defer any payment of interest which is otherwise scheduled to be paid if (i) such payment cannot be made in compliance with the solvency condition described in Condition 2(c) (the "Solvency Condition") or (ii) a Regulatory Deficiency Interest Deferral Event has occurred and is continuing, or would occur if such interest payment were made. Any interest so deferred shall, for so long as the same remains unpaid, constitute "Arrears of Interest". Arrears of Interest will not themselves bear interest, and will be payable as provided in Condition 4. Payments on the Notes will be made without deduction for or on account of UK taxes to the extent described under Condition 7. Unless previously redeemed or purchased and cancelled, the Notes will, subject to the satisfaction of the Solvency Condition and to no Regulatory Deficiency Redemption Deferral Event (as defined herein) having occurred which is continuing at such time, be redeemed on 14 June 2035 (the "Maturity Date") at their principal amount outstanding together with any Arrears of Interest and any other accrued and unpaid interest to the Maturity Date. Subject to compliance with the Relevant Rules and as provided in Condition 5(b), including obtaining any required approvals from the Relevant Regulator and, with respect to any redemption, the Issuer being in continued compliance with Regulatory Capital Requirements (as defined herein) and subject to satisfaction of the Solvency Condition and to no Regulatory Deficiency Redemption Deferral Event having occurred which is continuing at such time, the Issuer may, at its option: (i) redeem all (and not some only) of the Notes at their principal amount together with any Arrears of Interest and any other accrued and unpaid interest to the date of redemption: (A) on any date in the period from (and including) 14 March 2035 to (but excluding) the Maturity Date (in accordance with Condition 5(c)(i)); (B) if, at any time on or after the fifth anniversary of the Issue Date (or, if applicable, the issue date of any later tranche of Further Notes (as defined herein) 80 per cent. or more of the aggregate principal amount of the Notes originally issued have been purchased by the Issuer (or any of its Subsidiaries (as defined in the Conditions)) and cancelled pursuant to the Conditions (in accordance with Condition 5(d)); (C) in the event of certain changes affecting taxation of the Notes (in accordance with Condition 5(e)); and (D) upon the occurrence of a Capital Disqualification Event (in accordance with Condition 5(f)); or (ii) on any Optional Redemption Date (as defined herein) redeem all (and not some only) of the Notes at the Make Whole Redemption Amount, together with any Arrears of Interest and any other accrued and unpaid interest to the date of redemption (in accordance with Condition 5(c)(ii)); or (iii) substitute the Notes for, or vary their terms so that they remain or become (as applicable) Qualifying Tier 2 Securities in the event of certain changes in taxation of the Notes or following a Capital Disqualification Event (in accordance with Conditions 5(e) and 5(f), respectively). The Notes will be direct, unsecured, unguaranteed and subordinated obligations of the Issuer, ranking pari passu and without preference amongst themselves, and will, in the event of the winding- up of the Issuer or in the event of an administrator of the Issuer being appointed and giving notice that it intends to declare and distribute a dividend, be subordinated to the claims of all Senior Creditors (as defined herein) of the Issuer. The Notes will initially be represented by global Notes in new global note (“NGN”) form, which will be deposited with a common safekeeper for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”) on or about the Issue Date. Definitive Notes will be issued only in the limited circumstances described in the permanent global note - see “Overview of the Notes while in Global Form”. The denomination of the Notes shall be £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000 each. An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. The Notes are expected, on issue, to be rated “Baa1 (hyb)” and “BBB-” by Moody’s Investors Service Ltd. (“Moody’s”) and Fitch Ratings Ltd. (“Fitch”), respectively. Each of Moody’s and Fitch is established in the UK and registered under Regulation 1060/2009/EC, as amended, (the “CRA Regulation”). As such, each of Moody’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Joint Lead Managers Barclays BNP PARIBAS HSBC Standard Chartered Bank IMPORTANT NOTICES The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect the import of such information. Any information contained in this Prospectus which has been sourced from a third party has been accurately reproduced and, as far as the Issuer is aware and is able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference (see “Documents Incorporated by Reference” below) and shall be read and construed on the basis that such documents are incorporated in and form part of this Prospectus. Other than in relation to the documents which are deemed to be incorporated by reference (see “Documents Incorporated by Reference”), the information on the websites to which this Prospectus refers does not form part of this Prospectus and has not been scrutinised or approved by the FCA. No person is or has been authorised to give any information or to make any representation other than those contained in or consistent with this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Issuer, any of the Joint Lead Managers (as defined in “Subscription and Sale” below) or the Trustee. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or that there has been no adverse change in the financial position of the Issuer since the date hereof or that any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.