Tier 2 Notes
Reoffer: MS+155bp / 99.052 / 4.369%
Benchmark: DBR 2.6 08-Aug-35 @ 98.58% / B+159.9bps / HR 97%
Final Books: €1.2bn. Peak book above €1.9bn (pre-reconciliation)
Launched: €500m @ MS+155bp - Books €1.6bn (pre-rec)
Guidance: MS+155a - Books above €1.9bn (pre-rec)
Book Update: Books > €1.5bn
IPTs: MS+175a
Issuer: Fidelidade – Companhia de Seguros, S.A.
Issuer LEI: 529900FNLE8ZOPUOT704
Instrument: Reset Subordinated Notes due 2046
Issuer Financial Strength Rating: A, Stable (S&P) and A+, Stable (Fitch)
Expected Issue Rating: BBB+ (S&P)
Status: Tier 2 Notes. The Notes constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among themselves
Size: €500,000,000
Settlement Date: 17-Feb-26 (T+5)
Reoffer: MS+155bps / Yield 4.369% / Price 99.052%
Benchmark: DBR 2.6 08-Aug-35 @ 98.58% / B+159.9bps / HR 97%
Maturity Date: 17-Feb-46
First Call Date: 17-Aug-35
First Reset Date: 17-Feb-36
Issuer’s Call Option: The Issuer may redeem the Notes, in whole but not in part, at par, together with any accrued and unpaid interest and Arrears of Interest (if any) at any time from and including the First Call Date to and including the First Reset Date and on any Interest Payment Date thereafter, subject to the Preconditions to Redemption, Substitution, Variation & Purchase
Coupon: Fixed rate of 4.25% per annum, payable (subject to deferral) annually in arrear on 17 February each year, commencing on 17-Feb-27 until (and including) the First Reset Date. Resets at the First Reset Date and every 5 years thereafter to the relevant Reset Rate of Interest
Reset Rate of Interest: Rate per annum equal to the 5-year EUR mid-swap rate plus the Margin (inclusive of 100bps step-up) payable (subject to deferral) annually in arrear
Mandatory Deferral of Interest: Payment of interest will (subject to certain exceptions) be mandatorily deferred on each Interest Payment Date where a Regulatory Deficiency Interest Deferral Event occurs or would occur as a result of such payment. A “Regulatory Deficiency Interest Deferral Event” means any event which requires the Issuer to defer payments of interest or Arrears of Interest under the Relevant Rules, including without limitation a breach of the SCR / MCR applicable to the Issuer or Group (subject to customary conditions)
Arrears of Interest: Any interest deferred in accordance with the above provisions shall constitute “Arrears of Interest”. Arrears of Interest shall not themselves bear interest Any Arrears of Interest may be paid in whole or in part at any time (subject to customary conditions, including no Regulatory Deficiency Interest Deferral Event occurring or would occur as a result of such payment). Arrears of Interest will (subject to certain exceptions) become due and payable in whole (and not in part) upon the earliest of (i) the next Interest Payment Date where no Regulatory Deficiency Interest Deferral Event is occurring or would occur as a result of such payment, (ii) winding-up or dissolution of the Issuer, or (iii) redemption or purchase of the Notes
Special Event Redemption: The Issuer may redeem the Notes (in whole only) at par together with any accrued and unpaid interest and Arrears of Interest (if any) at any time upon the occurrence of a Deductibility Event, Gross-Up Event, Capital Disqualification Event, Ratings Methodology Event or if 75% or more of the aggregate principal amount of the Notes originally issued have been purchased by or on behalf of the Issuer and cancelled. Any such redemption is subject to the Preconditions to Redemption, Substitution, Variation & Purchase
Substitution or Variation: The Issuer may upon the occurrence of a Deductibility Event, Gross-Up Event, Capital Disqualification Event or Ratings Methodology Event either substitute all (but not some only) of the Notes for, or vary the Conditions of the Notes so that they remain or become, Rating Agency Compliant Securities or Qualifying Tier 2 Securities as appropriate (with terms not materially less favourable to Holders), subject to the Preconditions to Redemption, Substitution, Variation & Purchase
Preconditions to Redemption, Substitution, Variation & Purchase: Any redemption or purchase of the Notes is subject to: (i) prior regulatory approval, (ii) no Regulatory Deficiency Redemption Deferral Event having occurred or would occur as a result of such redemption or purchase and (iii) no Insolvent Insurer Winding-up having occurred and continuing. Any redemption or purchase of the Notes is subject to (within the first five years from issuance) replacement with own funds of at least the same quality (or, for redemption following a Capital Disqualification Event or Gross-Up Event or Deductibility Event, that such change was not reasonably foreseeable at issuance) and the Solvency Capital Requirement of the Issuer and the Group being exceeded by an appropriate margin unless replaced with own funds of at least the same quality
Deferral of Redemption: If a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing, no redemption will fall due until the earliest of (i) the date falling ten Business Days after the date the Regulatory Deficiency Redemption Deferral Event has ceased (ii) the date falling ten Business Days after the Relevant Regulator has agreed to the redemption, and (iii) the date on which an order is made or resolution is passed for the Winding-Up of the Issuer
Statutory Loss Absorption Powers: Each Noteholder by its acquisition of the Notes acknowledges and accepts that the Relevant Amounts arising under the Notes may be subject to the exercise of Statutory Loss Absorption Powers by the Relevant Resolution Authority
Use of Proceeds: The net proceeds of the issue of the Notes will be used by the Issuer for general corporate purposes, including the financing of the tender offer for launched by Fidelidade on 9 February for its €500,000,000 4.250 per cent. Reset Subordinated Notes due 2031
Stabilisation: Relevant stabilisation regulations including FCA/ICMA apply
Risk Factors: Prospective investors should carefully consider the information set out in “Risk Factors” in conjunction with the other information contained in the Preliminary Offering Circular dated 9-Feb-26 and the Offering Circular to be dated on or around 10-Feb-26
Selling Restrictions: The United States, Canada, EEA, UK, Portugal, Hong Kong, Italy, Singapore and Switzerland
Docs: Preliminary Offering Circular dated 9-Feb-26 and Offering Circular to be dated on or around 10-Feb-26
Denoms / Listing / Law: EUR 100k / Euronext Dublin (GEM) / English law (other than Portuguese law for Condition 3, form and transfer of the Notes, the creation of security over the Notes and the Interbolsa procedures for the exercise of rights under the Notes)
ISIN / Common Codes: PTFIDDOM0007 / 329881784
Joint Lead Managers: BNP Paribas, Caixa – Banco de Investimento, S.A., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and Société Générale (B&D)
Target Market: Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA and no UK PRIIPs key information document (KID) has been prepared as not available to retail in the UK. FCA/ICMA stabilisation.
Timing: TOE 16.39 UKT / 17.39 CET | FTT 16.55 UKT / 17.55 CET
Use of Proceeds
General corporate purposes, including the financing of the tender offer for launched by Fidelidade on 9 February for its €500,000,000 4.250 per cent