Commentary & Deal Flow

IPTs: 6NC5:MS+100/105bp

• Issuer: Credito Emiliano S.p.A. (ticker: CRDEM)
• LEI: 8156004B244AA70DE787
• Issuer Ratings: Baa2 (stable) (Moody’s) and BBB+ (stable) (Fitch)
• Expected Issue Ratings: Baa2 (Moody’s) and BBB+ (Fitch)
• Notes: € Green Senior Preferred Notes due 03-Jun-32
• Form of the Notes: Reg S, Bearer form, New Global Note, TEFRA Rules apply. No communications with or into the US or Canada (excluding Ontario)
• Nominal Amount: €500m (WNG)
• Pricing Date: 26-May-26
• Settlement Date: 03-Jun-26 (T+6)
• Maturity Date: 03-Jun-32
• Optional Redemption Date (Call): 03-Jun-31
• IPTs: MS+100-105 bps
• Coupon: Prior to the Optional Redemption Date: [●]% fixed rate (Fixed Rate Interest Period) payable annually in arrear.Thereafter: If call option not exercised, 3-month Euribor plus [●]bps per annum (Floating Rate Interest Period) (no step up) payable quarterly in arrear
• Interest Payment Dates: Fixed Rate Interest Period: 03-Jun in each year starting from 03-Jun-27. Floating Rate Interest Period: 03-Sep-31, 03-Dec-31, 03-Mar-32 and 03-Jun-32, subject to the Business Day Convention for the Floating Rate Interest Period
• Denominations: €100,000 with increments of €1,000 in excess thereof up to (and including) €199,000
• Business Days: T2 and London
• Day Count Fraction and Business Day Convention for the Fixed Rate Interest Period: Actual/Actual (ICMA), Following (unadjusted)
• Day Count Fraction and Business Day Convention for the Floating Rate Interest Period: Actual/360, Modified Following
• 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
• Redemption at the Option of the Issuer: The Issuer may (subject to the provisions of Condition 10(o) (Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes and Senior Non-Preferred Notes) of the Terms and Conditions of the Italian Law Notes), on the Optional Redemption Date (Call) redeem all (but not some only) of the Notes at the Optional Redemption Amount (Call) together with interest accrued to such date.
• Issuer Call due to MREL Disqualification Event: The Issuer may (subject to the provisions of Condition 10(o) (Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes and Senior Non-Preferred Notes) of the Terms and Conditions of the Italian Law Notes), at any time (during the Fixed Rate Interest Period) or on any Floating Interest Payment Date (during the Floating Rate Interest Period) redeem all (but not some only) of the Notes at par together with interest accrued to the date fixed for redemption if the Issuer determines that an MREL Disqualification Event has occurred and is continuing
• Redemption for Taxation Reasons: The Issuer may redeem in whole, but not in part: (i) at any time (during the Fixed Rate Interest Period); or (ii) on any Interest Payment Date (during the Floating Rate Interest Period), the Notes at their Early Redemption Amount (Tax) together with interest accrued (if any) to the date fixed for redemption, if the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 12 (Taxation) of the Terms and Conditions of the Italian Law Notes
• Clean-up Redemption Option: If the Clean-Up Percentage of the initial aggregate nominal amount of the Notes of the same Series have been redeemed or purchased by, or on behalf of, the Issuer and cancelled, the Issuer may at any time, at its option (subject to the provisions of Condition 10(o) (Regulatory conditions for call, redemption, repayment or repurchase of Senior Notes and Senior Non-Preferred Notes) of the Terms and Conditions of the Italian Law Notes, redeem such outstanding Notes, in whole but not in part, at their Clean-Up Redemption Amount together with interest accrued to but excluding the redemption date
• Clean-Up Redemption Amount: 100%
• Clean-up Percentage: 75%
• Events of Default: In the event of compulsory winding-up (liquidazione coatta amministrativa) of any of the Issuer pursuant to Articles 80 and following of the Consolidated Banking Act, then any Note may, by written notice addressed by the holder thereof to the Issuer and delivered to the Issuer or to the Specified Office of the Paying Agent, be declared immediately due and payable, whereupon it shall become immediately due and payable at its outstanding principal amount together with accrued interest (if any) without further action or formality.
• Waiver of Set-Off: Each holder of the Notes unconditionally and irrevocably waives any right of set-off, netting, counterclaim, abatement or other similar remedy which it might otherwise have under the laws of any jurisdiction in respect of such Senior Preferred Note
• Documentation: €5 billion Euro Medium Term Note Programme dated 22-May-26
• Listing: Regulated Market of Euronext Dublin
• Governing Law: Italian Law
• Use of Proceeds: An amount equivalent to the net proceeds of the bonds will be allocated to finance and re-finance Eligible Green Assets identified as such within the Issuer's Green, Social & Sustainability Bond Framework. The framework is available on the Issuer’s website (https://www.credem.it/content/credem/en/credem-group/sostenibilita/esg-bond-documents.html)
• Green Structuring Bank: Crédit Agricole CIB
• Clearing: Euroclear and Clearstream
• Selling Restrictions: As per the Base Prospectus dated 22-May-26 (the “Base Prospectus”), there are restrictions on the offer, sale and transfer of the Notes in the United States, the United Kingdom, the European Economic Area (including the Republic of Italy and France) and Japan and such other restrictions as may be required in connection with the offering and sale of the Notes
• Target Market: Manufacturer target market (MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels) No EEA PRIIPs key information document (KID) or CCI product summary has been prepared as not available to retail in EEA or the UK
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus and the supplements are available at https://live.euronext.com/en/product/bonds-detail/21794/documents and the Final Terms, when published, will be available at https://www.euronext.com/en/markets/dublin
• Joint Lead Managers: BNP Paribas, BofA Securities, Crédit Agricole CIB (B&D), Deutsche Bank, IMI-Intesa Sanpaolo and NatWest
• Timing: Today's business