Commentary & Deal Flow

Launched: 11yr: €750m @ MS+135bp - Orderbook >€2.5bn (pre-rec)
Book Update: Orderbook in excess of €2bn
IPTs: 11yr: MS+165/170bp

• Issuer: Assicurazioni Generali S.p.A. (Ticker: GIM)
• Legal Entity Identifier: 549300X5UKJVE386ZB61
• Description: EUR Fixed Rate Senior Dated Subordinated Notes (Tier 2)
• Issuer Financial Strength: A2/AA-/A+ (Moody's/Fitch/A.M. Best)
• Issue Rating (exp.): Baa1/A- (Moody's/Fitch)
• Status of the Notes: Senior Dated Subordinated Notes as set out in Condition 4.1 (Status – Senior Dated Subordinated Notes) of the Terms and Conditions of the Tier 2 Notes
• Nominal Amount: €750m
• Pricing Date: 26-May-26
• Settlement Date: 03-Jun-26 (T+6)
• Maturity Date: 03-Jun-37, subject to Conditions for Redemption and Purchase as set out in Condition 6 (Conditions for Redemption and Purchase) of the Terms and Conditions of the Tier 2 Notes
• Issuer’s Call Option: Any Business Day from (and including) 03-Dec-36 to (but excluding) the Maturity Date subject to Conditions for Redemption and Purchase and other conditions as set out in Condition 6 (Conditions for Redemption and Purchase) of the Terms and Conditions of the Tier 2 Notes
• Coupon: [•]% per annum payable annually in arrear on 3 June in each year beginning on 03-Jun-27
• Day Count Fraction/Business Day Convention: Act/Act ICMA, following, unadjusted
• Use of Proceeds: General Corporate Purposes
• Mandatory Deferral of Interest: Cash cumulative, non-compounding upon the occurrence of a Solvency Capital Event (meaning non-compliance with the SCR (or that payment of interest or principal on the Notes would lead to such non-compliance); any other event which would require a deferral or suspension of payment of interest or principal under the Applicable Regulations for Tier 2 Capital qualification); if interest payment would result in or accelerate insolvency of the Issuer; or if Lead Regulator determines that Solvency Margin would fall below the Solvency Capital Requirement ("SCR") in the short term
• Deferred Interest: Deferred Interest may (subject to mandatory interest deferral provisions) be paid at the option of the Issuer in whole or in part at any time and shall become due and payable on the earliest of (i) the first Interest Payment Date following receipt by the Fiscal Agent of notice that the event or circumstance that gave rise to the interest deferral has been remedied and on which a mandatory deferral of interest is not required, (ii) the date fixed for optional or mandatory redemption (subject to Conditions for Redemption and Purchase) and (iii) the date on which a Liquidazione Coatta Amministrativa of Assicurazioni Generali S.p.A. commences or on which the Issuer becomes subject to a liquidation order, in each case provided that the Lead Regulator has given and has not withdrawn its prior consent (if required) to such payment
• Early Redemption Rights: At par at any time, in whole but not in part, upon a Tax Event or upon Regulatory or Rating Events or a Clean-up Call Option (at least 75% repurchased), in each case subject to Conditions for Redemption and Purchase described below and that any redemption prior to the fifth anniversary of the Issue Date may only occur if (A) funded by issuance of basic own-fund item of at least the same quality; or (B) (a) the SCR will be exceeded by an appropriate margin immediately after such redemption and (b) (i) (in the case of a Regulatory Event) the Lead Regulator considers such a change to be sufficiently certain and the Issuer demonstrates to the satisfaction of the Lead Regulator that the regulatory reclassification of the Notes was not reasonably foreseeable at the time of their issuance, or (ii) (in the case of Tax Event) there is a change in the applicable tax treatment of the Notes which the Issuer demonstrates to the satisfaction of the Lead Regulatory is material and was not reasonable foreseeable at the time of their issuance; and (C) to the extent permitted under then prevailing Applicable Regulations, any alternative or additional pre-conditions to redemption that need to be met in order for the Notes to be redeemed at such time are met
• Conditions for Redemption and Purchase: Any redemption of the Notes, including redemption on Maturity Date, is subject to (i) no Solvency Capital Event, (ii) prior approval of the Lead Regulator, (iii) if required under the Applicable Regulations, all claims owed to policyholders/beneficiaries by (re)insurance undertaking included in the scope of group supervision that is subject to insolvency winding-up have been met, (iv) any other pre-condition to redemption under then prevailing Applicable Regulations, and (v) such redemption not resulting in, or accelerating, the Issuer becoming insolvent. If the above conditions are not satisfied at the Maturity Date or the date fixed for optional redemption, the redemption of the Notes shall be postponed in accordance with the Terms and Conditions of the Tier 2 Notes
• Modification: In case of Regulatory, Tax or Rating Events or in order to ensure the effectiveness and enforceability of Condition 18 (Acknowledgement of Bail-in and Write-Down or Conversion Powers), the Issuer may, without any requirement for the consent or approval of the Noteholders, modify the terms of the Notes to the extent that such modification is reasonably necessary to ensure that no such Regulatory, Tax or Rating Events would exist after such modification or so that Condition 18 (Acknowledgement of Bail-in and Write-Down or Conversion Powers) is effective and enforceable, provided that the terms and conditions are no more prejudicial to Noteholders and certain other conditions are met (including the Lead Regulator approval)
• Acknowledgement of bail-in and write-down or conversion powers: Each Noteholder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority
• Documentation: Issuer’s €15,000,000,000 EMTN Programme Base Prospectus dated 22-May-26
• Specified Denomination: €200,000 + 1,000
• Listing: Professional Segment of the Luxembourg Stock Exchange Regulated Market and on the Euronext Access Milan – Professional Segment managed by Borsa Italiana S.p.A.
• Form: Reg S Bearer (TEFRA D rules apply)
• Selling Restrictions: No communications with or into the US; no sales into Canada (excluding Ontario); prohibition of Sales to UK or EEA Retail Investors – see further the Base Prospectus
• Governing Law: Italian law
• Clearing Systems: Euroclear and Clearstream
• MiFID/UK MiFIR Target Market: Manufacturer target market (MiFID/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary as not available to retail in the UK or EEA
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus and the final signed version of the Final Terms, when available, will be published on the website of the Luxembourg Stock Exchange (www.luxse.com)
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Sole Global Coordinator: HSBC
• Joint Lead Managers: BBVA, Goldman Sachs International, HSBC (B&D), IMI-Intesa Sanpaolo, Mediobanca, Société Générale, and UniCredit
• ISIN Code: XS3388195441
• Common Code: 338819544
• Schedule: Orderbook to close 12.30pm UK. Allocations and pricing later today
• Timing: Books open - Today's business