Commentary & Deal Flow

IPTs: PNC5.5: 6.500%a (quarterly coupon)

• Issuer: Unicaja Banco, S.A. (Ticker: UCAJLN)
• LEI: 5493007SJLLCTM6J6M37
• Issuer Ratings: A3 (Sta), BBB+ (Sta) (by Moody’s, Fitch)
• Expected Rating of the Preferred Securities: BB (Fitch)
• Instrument: Perpetual Non-Cumulative Contingent Convertible Additional Tier 1 Preferred Securities (the “Preferred Securities”)
• Form: Reg S Bearer
• Status: Unless previously converted in Ordinary Shares, the Preferred Securities constitute direct, unconditional, unsecured and subordinated obligations of the Bank, but subject to any other ranking that may apply rank (i) pari passu with each other and with any other subordinated obligations of the Bank under Additional Tier 1 Instruments, and any other subordinated obligations which by law and/or by their terms, to the extent permitted by Spanish law, rank pari passu with the Bank’s obligations under Additional Tier 1 Instruments, (ii) junior to unsubordinated obligations of the Bank, any subordinated obligations of the Bank under instruments not qualifying as Additional Tier 1 Instruments (including Tier 2 Instruments) and any other subordinated obligations of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank senior to the Bank’s obligations under Additional Tier 1 Instruments; (iii) senior to any claims for the liquidation amount of the Ordinary Shares and any other subordinated obligations of the Bank which by law and/or by their terms, to the extent permitted by Spanish law, rank junior to the Bank’s obligations under Additional Tier 1 Instruments
• Size: €500mn WNG
• IPTs: 6.500% area (quarterly coupon)
• Maturity: Perpetual / Non-Call 5.5-year
• First Reset Date: 18-Nov-31 (5.5 years after the Settlement Date)
• Pricing Date: 06-May-26
• Settlement Date: 18-May-26 (T+8)
• Distribution Payment Dates: 18 February, 18 May, 18 August and 18 November in each year, with the first Distribution Payment Date being on 18-Aug-26
• Liquidation Preference: €200,000 per Preferred Security
• Distributions: Distributions will accrue at [●] % fixed per annum, until the First Reset Date. The interest rate will then reset on the First Reset Date and every 5 years thereafter to the aggregate of the Initial Margin and the 5-year Mid-Swap Rate (quoted on an annual basis) for such Reset Period (including fall-back provisions), first calculated on an annual basis and then converted to a quarterly rate in accordance with market convention (rounded to four decimal places, with 0.00005 rounded down), all as determined by the Agent Bank on the relevant Reset Determination Date
• Limitations on Distributions: Distributions are fully discretionary at the Bank’s option, non-cumulative. Distributions will be cancelled in whole or in part (i) upon insufficient Distributable Items of the Bank, (ii) if required by the Competent Authority, (iii) if such payment would exceed the Maximum Distributable Amount or the MREL-Maximum Distributable Amount, or(iv) upon a Trigger Event on or after the Closing Date
• Day Count Fraction: ACT/ACT, Unadjusted Following
• Business Day Convention: T2
• Optional Redemption: All, and not some only, of the Preferred Securities may be redeemed at the option of the Bank on the First Reset Date or any Distribution Payment Date (quarterly) thereafter, at the Redemption Price, subject to the prior consent of the Competent Authority and in compliance with Applicable Banking Regulations then in force
• Early Redemption Events: Callable at any time, in whole but not in part, at the Redemption Price, upon a Capital Event, a Tax Event, an Eligible Liabilities Event, or a Clean-Up Call Event. Subject in each case to the prior consent of the Competent Authority, as required, and in accordance with the Applicable Banking Regulations then in force
• Redemption Price: The Liquidation Preference per Preferred Security plus, if applicable, where not cancelled pursuant to, or otherwise subject to the limitations on payment, an amount equal to accrued and unpaid Distributions for the then current Distribution Period to (but excluding) the date fixed for redemption
• Trigger Event: CET1 ratio of the Bank and/or the Group falling below 5.125%, if and as applicable
• Conversion at Trigger Event: In the event of a Trigger Event, all the Preferred Securities will be mandatorily (without any requirement for the consent or approval of Holders) and irrevocably converted into newly issued Ordinary Shares of the Bank at the applicable Conversion Price and any accrued and unpaid Distributions shall be cancelled
• Conversion Price: If the Ordinary Shares are (a) then admitted to trading on a Relevant Stock Exchange, the Conversion Price will be the higher of: (i) the Current Market Price of an Ordinary Share; (ii) the Floor Price (€1.805); and (iii) the nominal value of an Ordinary Share (being €0.25 on the Closing Date), or (b) not then admitted to trading on a Relevant Stock Exchange, the Conversion Price will be the higher of sub clause (ii) or (iii) of clause (a) above
• Statutory Loss-Absorption Powers: The obligations of the Bank under the Preferred Securities are subject to, and may be limited, by the exercise of any Loss Absorbing Power by the Relevant Resolution Authority
• Waiver of set-off: Applicable
• Substitution and Variation: Subject to the prior consent of the Competent Authority (and in compliance with Applicable Banking Regulations then in force), if a Capital Event, a Tax Event, an Eligible Liabilities Event or an Alignment Event has occurred and is continuing, the Bank may substitute all (but not some only) of the Preferred Securities or vary the terms of all (but not some only) of the Preferred Securities, without the consent or approval of the Holders, so that they become or remain Qualifying Preferred Securities
• Risk Factors: Investors should read the Risk Factors included in the Preliminary Offering Circular dated 06-May-26 and the final Offering Circular
• Governing Law: Spanish Law
• Documentation: Stand-alone. Preliminary Offering Circular dated 06-May-26 and the final Offering Circular, which is expected to be approved by the Irish Stock Exchange plc, trading as Euronext Dublin
• Listing: Global Exchange Market of Euronext Dublin
• Stabilisation: Relevant stabilisation regulations apply
• Global Coordinators: Barclays, Santander
• Joint Bookrunners: Barclays, BBVA (B&D), BofA Securities, Citi, HSBC, Santander
• Target market / PRIIPs: EU MiFID II and UK MiFIR - professionals / ECPs-only / No PRIIPs KID or UK DISC / UK FCA CoCo restriction. Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA key information document (KID) or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in the EEA or in the UK. No sales to retail clients (as defined in the COBS 3.4) in the UK
• Selling Restrictions: United States of America, the United Kingdom, Spain, Italy, Belgium, Switzerland, Singapore, Hong Kong and Canada. Regulation S, category 2 restrictions under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) apply. The Preferred Securities will not be eligible for sale in the United States under Rule 144A of the U.S. Securities Act. The Preferred Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or the UK
• Use of Proceeds: General corporate purposes, including the repurchase of the outstanding EUR 500,000,000 Perpetual Non-Cumulative Additional Tier 1 Preferred Securities (ISIN: ES0880907003)
• ISIN / Common Code: XS3368833938 / 336883393
• Timing: Today’s Business
• Advertisement: The final Offering Circular, when approved, will be available on the website of Euronext Dublin (https://www.ise.ie) and on the website of the Issuer (www.unicajabanco.com/es)