Commentary & Deal Flow

IPTs: 30.5NC10.5: 6.250%a

• Issuer: Zurich Finance (Ireland) II DAC (ticker: ZURNVX)
• Guarantor: Zurich Insurance Company Ltd (“ZIC”)
• Description: USD Fixed Rate Reset Subordinated Notes due 23 October 2056
• IPTs: 6.250% area (annual coupon)
• Ranking: Subordinated
• Ranking of Guarantee: ZIC Subordinated Guarantee
• Guarantor Ratings (ZIC IFSR): Aa2 (hyb) (stable) / AA (stable) (Moody’s / S&P)
• Expected Issue Ratings: A1/A+ (Moody's/S&P)
• Size: US$500m (WNG)
• Settle: 23-Apr-26 (T+5)
• Maturity: 23-Oct-56
• First Reset Date: 23-Oct-36
• Call Dates: At par, on any Business Day during the period from (and including) 23-Apr-36 to (and including) the First Reset Date and on any Interest Payment Date thereafter
• Interest: Fixed [●]% per annum until the First Reset Date, payable annually in arrear on 23 October, commencing 23-Oct-26, short first coupon. Thereafter fixed rate coupon reset every 5-years corresponding to the then prevailing USD Semi-annual 5-year Constant Maturity Treasury (CMT) Rate (H.15) plus the Reset Margin, payable annually in arrear on 23 October
• Reoffer price: [●]%
• Reset Margin: +[●]bps (Re-offer Spread vs. T 4 1/8 15-Feb-36 plus Step-up)
• Step-Up: 100bps
• Optional Deferral: Optional deferral subject to dividend pusher (if dividend declared on any class of share capital of Zurich Insurance Group (“ZIG”)), and in certain circumstances (i) junior and parity payments pusher (with respect to securities issued or guaranteed by ZIC) and (ii) payments pusher with respect to the Notes (as further described in and subject to the exceptions in the Base Prospectus)
• Solvency Event Deferral: Mandatory deferral if a Solvency Event has occurred and is continuing or would occur as a result of such payment
• Solvency Event: (i) ZIG together with its subsidiaries and/or ZIC does not have appropriate funds to maintain a Swiss Solvency Test (SST) Ratio of at least 100% or meet any other required level of own funds regulatory capital, (ii) ZIC and/or ZIG has reasonable grounds for concern that it is at risk of insolvency, it has liquidity problems, is otherwise unable to pay its debt or its Assets do not exceed its Liabilities, (iii) any other event under Applicable Regulations which would require deferral of payment of principal or interest on the Notes to qualify as Relevant Capital or (iv) the Relevant Regulator has given notice (as further described in the Base Prospectus)
• Deferred Interest: Cash settled, cumulative, non-compounding
• Early Issuer Calls: At par upon a Regulatory, Tax, Accounting, Rating Agency or Clean-Up Event (75%) Calls subject to FINMA approval and no Solvency Event occurring as further described in the Base Prospectus
• Governing Law: The Notes, and any non-contractual obligations arising out of or in connection with them, will be governed by English law, other than the provisions of Condition 3, which will be governed by, and construed in accordance with the laws of Ireland. The guarantee will be governed by Swiss law
• Contractual Acknowledgments of Statutory Powers and Over-Indebtedness Test: Applicable
• Denominations/Listing: US$200k + 1k increments / Luxembourg MTF
• Documentation: Zurich EMTN Base Prospectus dated 08-May-25 as supplemented by the Prospectus Supplement dated 27-Mar-26
• Format: Reg S / Bearer
• Business Day: New York + London
• Joint Lead Managers: Deutsche Bank, HSBC and J.P. Morgan (B&D)
• Sales Restrictions: Reg. S Category 2, TEFRA D. Any sales of the Notes must be made in compliance with all applicable selling restrictions and as per the prospectus, in particular in Switzerland (no public offer), U.S., EEA, UK, Ireland, Japan, Singapore, Australia, Belgium and Canada
• Target Market: Manufacturer target market (MIFID II product governance and UK MIFIR product governance rules) is eligible counterparties and professional clients only (all distribution channels).
• PRIIPs/ UK CCI: No EEA PRIIPs key information document (KID) or disclosure document required by the FCA Product Disclosure Sourcebook has been prepared as not available to retail in EEA or the UK
• Issuer LEI: 213800KA6D8H8QF8PN62
• ISIN: XS3351118420
• Use of Proceeds: The net proceeds will be used for general corporate purposes including potential refinancing of existing debt of the Zurich Insurance Group
• Timing: Books open; today’s business