Commentary & Deal Flow

Launched: 20NC10: €500m @ MS+155bp - Books over €3.5bn (pre-rec)
Book Update: Books over €2bn
IPTs: 20NC10: MS+190/195bp

• Issuer: UNIQA Insurance Group AG
• Issuer LEI: 529900OOW8ELHOXWZP82
• Issuer Rating: A / Stable (S&P)
• Issue Rating (expected): BBB+ (S&P)
• Description: €500m [•]% Subordinated fixed to floating rate notes due 2046
• Issue Size: €500,000,000
• Settlement Date: 13-May-26 (T+5)
• First Reset Date: 13-May-36
• Scheduled Maturity Date: 13-May-46
• Books subject: Books to go subject at 11:55 UKT / 12:55 CET
• Issuer Redemption Option: Any date during the period from and including 13-Nov-35 to and including the First Reset Date and any Floating Interest Payment Date thereafter (subject to Conditions to Redemption)
• Interest: [•]% per annum, act/act, following, unadjusted on 13 May in each year until First Reset Date, thereafter floating rate of 3-month EURIBOR (or relevant replacement rate) + Margin (including a 100bps step-up), act/360, modified following, adjusted on 13 February, 13 May, 13 August, 13 November in each year from First Reset Date
• Optional Deferral of Interest: Cash cumulative non-compounding optional deferral subject to Dividend Payment Event (6 months lookback)
• Compulsory Deferral of Interest: Cash cumulative non-compounding deferral if (i) Insolvency Event has occurred or payment would cause or accelerate the occurrence of Insolvency Event, (ii) payment is prohibited by regulator or (iii) Solvency Capital Event has occurred or would be caused by the payment, unless regulator permits payment under exceptional circumstances
• Arrears of Interest: Payable at any time if Conditions to Settlement are fulfilled; compulsory payment of Arrears of Interest on the earlier of (i) in respect of any Arrears of Interest that existed prior to the occurrence of a Dividend Payment Event the next Interest Payment Date following the date on which such Dividend Payment Event occurred, and in respect of which the Conditions to Settlement are fulfilled, (ii) redemption and (iii) winding-up, dissolution or liquidation
• Conditions to Redemption: Fulfilled if (i) no Insolvency Event has occurred; (ii) no Solvency Capital Event has occurred, unless capital is replaced by at least equivalent own funds and MCR/SCR will be met; (iii) in case of redemption or substitution prior to First Call Date, subject to replacement with at least equivalent own funds, unless due to Regulatory or Tax Event, subject to the regulator being satisfied that SCR will be exceeded by an appropriate margin; all subject to regulatory consent and as further detailed in the Prospectus
• Denoms / Listing (expected) / Law: €100,000 + €100,000 / Vienna Stock Exchange (Official Market) / German law, except conditions related to status that shall be governed in accordance with Austrian law
• ISIN / Common Code: XS3357207417 / 335720741
• Early Redemption Rights: At par upon (i) Gross-up, Tax, Regulatory, Accounting or Rating Agency Events and (ii) clean-up call (75% threshold) (in each case subject to Conditions to Redemption)
• Use of proceeds: The Issuer will apply the immediate Net Proceeds for general corporate purposes, including for refinancing upcoming redemptions of its existing tier 2 instruments such as the Repurchase (as set out in the Prospectus)
• Form of the Notes: Bearer / Classical Global Note (temporary global note to be exchanged for permanent global note / TEFRA D)
• Documentation: Listing prospectus, which will contain the terms and conditions of the notes, expected to be dated 11-May-26
• Selling Restrictions: EEA, UK, Singapore, Hong Kong, Japan, Italy, Switzerland and US (Reg S, Cat 2) as set out in the prospectus. No sales to retail in EEA or UK
• Manufacturer Target Market (MiFID II Product Governance): Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA or UK.
• Advertisement Language: The prospectus for the Notes, once published, will be available on the website of the Issuer (https://www.uniqagroup.com/gruppe/versicherung/investor-relations/Anleihen.en.html).
• Sole Structuring Agent to the Issuer: J.P. Morgan
• Joint Global Coordinators: J.P. Morgan and UniCredit
• Joint Lead Managers: Barclays, J.P. Morgan (B&D), Morgan Stanley, Raiffeisen Bank International and UniCredit
• Timing: Today’s business