Commentary & Deal Flow

Redemption at the Option of the Issuer

The Issuer may redeem the Notes (in whole only) on (i) each Business Day during the period from (and including) 30 October 2033 to (but excluding) the First Reset Date; (ii) the First Reset Date; (iii) after the First Reset Date, each Business Day during the period from (and including) 30 October immediately before each Reset Date to (but excluding) such Reset Date; and (iv) each Reset Date, at the prevailing Reference Principal Amount, together with accrued interest (unless cancelled), subject to the Conditions to Redemption. Optional redemption and redemption for minimum outstanding amount is prohibited unless any write-downs have been fully written up (subject to the ten-year write-up limitation – see “Reference Principal Amount” below)

Rate of Interest

Fixed rate of [●] per cent per annum, payable annually in arrear on 30 April in each year, commencing on 30 April 2026 (short first interest period) until (but excluding) the First Reset Date. Interest rate resets on the First Reset Date and every Reset Date thereafter to the sum of the applicable Reference Rate and the Margin (no step-up)

Reference Rate

Annualized 5 year CMT Rate

Margin

[●] per cent (determined at pricing vs. the annualized interpolated 7yr & 10yr US Treasury rates)***

Day Count

30/360

Optional Interest Cancellation

The Issuer has the right to non-cumulative cancellation (in whole or in part) of any payment of interest on the Notes on any Interest Payment Date, in its sole discretion

Mandatory Interest Cancellation

Interest will be mandatorily cancelled in case of (i) an Insolvency Event having occurred, including if it would occur as a result of such interest payment, (ii) a prohibition by order of the Competent Supervisory Authority, (iii) a Solvency Capital Event having occurred, including if it would occur as a result of such interest payment (subject to an exceptional prudential waiver in certain circumstances), or (iv) insufficient Available Distributable Items. Any cancellation is non-cumulative.

Solvency Capital Event

Non-compliance by the Issuer and/or the Group with a Regulatory Ratio applicable to the Issuer and/or the Group (Solo SCR Ratio, the Group SCR Ratio, the Solo MCR Ratio and the Group MCR Ratio)

Extraordinary Call Rights

The Issuer may redeem the Notes (in whole only) at the then Prevailing Principal Amount together with any accrued interest at any time upon the occurrence of a Tax Event, Regulatory Event or Rating Agency Event. However, the call right for a minimal outstanding principal amount (the aggregate principal amount of the Notes outstanding is equal to or less than 25 per cent of the aggregate principal amount of the Notes previously issued), may only be exercised by the Issuer if the Prevailing Principal Amount of each Note is equal to its prevailing Reference Principal Amount. Any such redemption is subject to the Conditions to Redemption.

The Issuer may waive at any time and in its sole discretion, any of the above call rights for a definite or indefinite period of time

Conditions to Redemption

Any redemption of the Notes or Repurchase is subject to: (i) no Insolvency Event having occurred, including if it would occur as a result of such redemption or repurchase (ii) no Relevant Consolidated Subsidiary Insolvency Event having occurred, unless the Competent Supervisory Authority does not object to the redemption or repurchase (iii) no Solvency Capital Event having occurred, including if it would occur as a result of such redemption or repurchase (subject to an exceptional prudential waiver in certain circumstances), and (iv) prior approval by the Competent Supervisory Authority.

Any redemption of the Notes or any Repurchase prior to 26 August 2030 is additionally subject to replacement by Tier 1 Own-Fund Items of at least the same quality (or, for redemption following a Regulatory Event or Tax Event, the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an appropriate margin and the Issuer demonstrating to the Competent Supervisory Authority that such event was not reasonably foreseeable at issuance). Any redemption of the Notes or Repurchase from (and including) 26 August 2030 to (but excluding) 26 August 2035 is additionally subject to the respective solvency capital requirement applicable to the Issuer and/or the Group being exceeded by an appropriate margin, unless the Notes are replaced by Tier 1 Own-Fund Items of at least the same quality

Trigger Event

Deemed to occur in case:
(i) the Solo SCR Ratio and/or the Group SCR ratio is equal to or less than 75per cent;

(ii) the Issuer’s Solo MCR Ratio and/or Group MCR Ratio is equal to or less than 100 per cent; or

(iii) the Solo SCR Ratio and/or the Group SCR Ratio is less than 100 per cent but more than 75 per cent and has not improved to at least 100 per cent of the relevant solvency capital requirement for a period of at least three months (a “Special Trigger Event”)

Regulatory Ratio

Means the Solo SCR Ratio, the Group SCR Ratio, the Solo MCR Ratio and the Group MCR Ratio

Principal Write-Down

Upon the occurrence of a Trigger Event or a Deterioration Event, the Prevailing Principal Amount of each Note shall be fully written down to USD 0.01.

However, if only one or more Special Trigger Events, but no other Trigger Event, have occurred, the Issuer may, in its sole discretion, exceptionally elect to refrain from a write-down in full or in part, to the extent permitted under the then applicable requirements for the recognition of subordinated debt instruments as Restricted Tier 1 Instruments in accordance with the Solvency II Directive, which may, inter alia, be subject to the approval of the Competent Supervisory Authority. The Notes may be written down on more than one occasion

Principal Write-Up

The Notes may be written up at the Issuer's sole discretion if (i) each Regulatory Ratio is above 100 per cent (at time of write-up and for the preceding financial year), the write-up would not cause any Regulatory Ratio to decline to/below 100 per cent and there is no imminent risk that any Regulatory Ratio declines to 100 per cent or less within the next 3 months after the write-up (ii) the net income of the Issuer of the immediately preceding financial year (to be determined on the basis of a pro forma calculation) is sufficient for a write-up (iii) loss absorbency is not undermined (iv) such write-up would not hinder recapitalisation, and (v) no Insolvency or Liquidation Proceedings are ongoing

Reference Principal Amount

At the issue date and in the absence of any write down, the Reference Principal Amount equals the Initial Principal Amount of USD 200k per Note. If, the principal amount of a Note was written down once or several times and has not been fully written up again to the Reference Principal Amount applicable at the time of the last write-down in full within ten years after the last write-down, then the Reference Principal Amount of each Note from the tenth anniversary of the last write-down shall correspond to the Prevailing Principal Amount of each Note at that time. A Note that was previously written down can, at any time, only be written up to a maximum principal amount equal to its then prevailing Reference Principal Amount

Format

144A & Reg S

Selling Restrictions

Prospective investors are referred to the selling restrictions contained in the section headed "Selling Restrictions" commencing on page 138 of the Preliminary Offering Circular dated 18 August 2025. In addition to the prohibition of sales to EEA and UK Retail Investors, there are specific restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom, Hong Kong, Japan, Singapore, Switzerland, and Canada

Sales into Canada

Yes – via Exemption

Documentation

Preliminary Offering Circular dated 18 August 2025

Governing Law

German

Denominations / Increments / Listing

USD 200k / USD 200k / Luxembourg (Euro MTF)