Commentary & Deal Flow

Launched: 10yr: €500m @ MS+143bp - Books > €3.25bn (excl. JLMs, pre-rec)

Book Update: Books over €2bn (pre-rec)

IPTs: 10yr: MS+175a

• Issuer: Intesa Sanpaolo Assicurazioni S.p.A. (Ticker: ISPVIT)
• Legal entity identifier (LEI): 549300UM31PJ24TTSR94
• Description: EUR Fixed Rate Tier 2 Subordinated Notes
• Issuer Rating (IDR): A- Stable by Fitch
• Issue Rating (exp.): BBB by Fitch
• Status of the Notes: Subordinated Tier 2 Notes as set out in Condition 3.1 (Status – Status and Subordination)
• Nominal Amount: €500,000,000
• Settlement Date: 18-May-26 (T+5)
• Maturity Date: 18-May-36, subject to the Conditions for Redemption and Purchase as set out in the Terms and Conditions
• Spread: MS+143bp
• Coupon: [•]% per annum payable annually in arrear on 18 May in each year beginning on 18-May-27
• Optional Deferral of Interest: No
• Mandatory Interest Deferral: Cash cumulative, non-compounding upon the occurrence of a Mandatory Interest Deferral Event, meaning: (i) non-compliance with the Solvency Capital Requirement, or the payment of interest (or arrears of interest) on the Notes would lead to such non-compliance; (ii) if interest payment would result in insolvency of the Issuer; or (iii) if Relevant Authority determines that Solvency Margin is likely to fall below SCR in the short term; (iv) there is non-compliance with the Minimum Capital Requirement, or the payment of interest (or arrears of interest) on the Notes would lead to such non-compliance; (v) any other reason otherwise required by the Applicable Regulations at the relevant time to cancel payment of interest in order for the Notes to qualify as at least Tier 2 Own Funds qualification
• Deferred Interest: Deferred Interest may, at the option of the Issuer, be paid in whole or in part at any time; and shall become due and payable, in whole, on the earliest of (i) the next Interest Payment Date unless a Mandatory Interest Deferral Event is continuing on such Interest Payment Date, provided that a Mandatory Interest Deferral Event will not be caused by the payment of such Deferred Interest; (ii) the date of any redemption of the Notes subject to Conditions for Redemption and Purchase below; or (iii) the date an order is made or an effective resolution is passed for the winding-up, liquidation or dissolution of the Issuer. Deferred Interest shall not bear interest
• Early Redemption Right: At par at any time upon Tax Event, Regulatory Event or a Clean-up Call Option (at least 75% repurchased) (in each case subject to Conditions for Redemption and Purchase)
• Conditions for Redemption and Purchase: Any redemption or purchase of the Notes, including redemption on Maturity Date, is subject to: (i) prior approval of the Relevant Authority; (ii) the Solvency Capital Requirement is met immediately prior to the redemption or purchase of the Notes (as applicable) and the redemption or purchase (as applicable) would not cause the Solvency Capital Requirement to be breached; (iii) such redemption or purchase (as applicable) not resulting in, or accelerating, the Issuer becoming insolvent; (iv) where any (re)insurance undertaking included in the Solvency II scope of supervision of the Issuer under the Applicable Regulations is subject to a Relevant Proceeding (as defined in the terms and conditions) at the time of the proposed redemption, all claims owed by the Relevant Undertaking (as defined in the terms and conditions) to its policyholders and beneficiaries have been met; (v) the date of redemption is after the fifth anniversary of the Issue Date (unless the conditions mentioned above apply); (vi) any alternative or additional pre-conditions to redemption of the Notes are met and (vii) no other event has occurred which, under then prevailing Applicable Regulations, would require redemption or purchase of the Notes to be suspended. If the above conditions are not satisfied at the Maturity Date or the proposed redemption date, the redemption of the Notes shall be postponed in accordance with the terms and conditions
• Modification: Yes, upon Tax or Regulatory Events or to ensure effectiveness and enforceability of bail-in
• Contractual recognition of statutory bail-in power: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
• Documentation: Issuer's Standalone Preliminary Prospectus dated 11-May-26
• Clearing: Euroclear / Clearstream
• Listing: Luxembourg Stock Exchange's Regulated Market
• Form: Reg S Bearer (TEFRA D rules apply)
• Day Count Fraction/Business Day Convention: Act/Act ICMA, following, unadjusted
• Business Day: T2
• Use of Proceeds: For general funding purposes (including to refinance existing indebtedness) and for an efficient management of its regulatory capital requirements
• Selling Restrictions: No communications with or into the US; no sales into Canada; prohibition of Sales to UK or EEA Retail Investors – see further in the Standalone Prospectus
• Stabilisation: Relevant stabilisation regulations will apply
• Denominations: €200,000 and integral multiples of €1,000 in excess thereof, up to (and including) €399,000
• Target Market: Manufacturer target market (MIFID II / UK MiFIR 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 or the UK
• Governing law: Italian Law
• Joint Lead Managers: Deutsche Bank AG, Goldman Sachs International, HSBC, IMI-Intesa Sanpaolo (B&D), JP Morgan, Morgan Stanley, Société Générale
• Advertisement: This communication is an advertisement. The final Standalone Prospectus relating to the Notes, when available, will be published on https://www.luxse.com
• ISIN: XS3348859094
• Books Close: 12.20 CET / 11.20 UKT