Commentary & Deal Flow

Final book > €2.5bn. Peak book over €2.7bn

Launched: 11NC10: €500m @ MS+145bp - Books over €2.7bn
Book Update: Books over €2bn
IPTs: 11NC10: MS+175/180bp

• Issuer: Mapfre, S.A. (Ticker: MAPSM)
• Issuer LEI: 95980020140005693107
• Instrument: Fixed Rate Reset Tier 2 Notes
• Issuer Credit Rating: A- (S&P, Positive) / A (Fitch, Stable)
• Expected Issue Rating: BBB (S&P)
• Form of Securities: Reg S, dematerialised book entry form (anotaciones en cuenta)
• Status of the Notes: Tier 2 Notes (Condition 3(d) of the terms and conditions of the Tier 2 Notes of the Base Prospectus applies).
• Aggregate Nominal Amount: €500,000,000
• Pricing Date: 1-Jun-26
• Settlement Date: 9-Jun-26 (T+6)
• Scheduled Maturity Date: 9-Jun-37 (subject to Condition 6(b) (Deferral of Redemption and Purchase))
• First Reset Date: 9-Jun-36
• Coupon: [●]% Fixed, annual, payable in arrear, Act/Act (ICMA), following unadjusted, until the First Reset Date. If not redeemed on the First Reset Date, 1-year mid-swap + Reset Margin
• Mandatory deferral of Interest: If any of the following Regulatory Deficiency Interest Deferral Events has occurred and is continuing or would occur if payment of interest were made: (i) any event (including any breach of any Regulatory Solvency Capital Requirement or any Regulatory Minimum Capital Requirement applicable to the Issuer or all or part of the Group) which under Solvency II and/or under the Relevant Rules means that the Issuer must defer or suspend payment of interest, (ii) the Relevant Regulator prohibiting the Issuer from making payments of interest, or (iii) the Issuer being unable to meet regularly its due and payable liabilities.
• Arrears of Interest: Cash cumulative, non-compounding. Arrears of Interest may, subject to Regulatory Deficiency Interest Deferral Event not occurring / continuing, be paid in whole or in part at any time at the option of the Issuer upon not less than 14 days' notice. Arrears of Interest must be paid in full upon (i) the next Interest Payment Date which is not a Mandatory Interest Deferral Date and on which the scheduled payment of interest is made or is required to be made, (ii) the date on which a Winding-Up of the Issuer occurs, or (iii) the date of any redemption or purchase of the Notes.
• Mandatory deferral of Redemption: If any of the following Regulatory Deficiency Redemption Deferral Events has occurred and is continuing or would occur if redemption or purchase were made: (i) any event (including any breach of any Regulatory Solvency Capital Requirement or any Regulatory Minimum Capital Requirement applicable to the Issuer or the Group, or upon an Insolvent Insurer Winding-Up) which under Solvency II and/or under the Relevant Rules means that the Issuer must defer or suspend, in full or in part, repayment or redemption of the Notes, (ii) the Relevant Regulator prohibiting the Issuer from making payments of principal, or (iii) the Issuer being unable to meet regularly its due and payable liabilities.
• Issuer Call Option: Any date falling in the period from (and including) 9-Dec-35 to (and including) the First Reset Date, the Issuer may elect to redeem all, but not some only, of the Notes at 100% of their Outstanding Principal Amount together with any accrued and unpaid interest.
• Early Redemption Events: The Notes may be redeemed prior to their Schedule Maturity Date in the case of a Tax Event, following a Capital Disqualification Event, in the case of a Clean-Up Call Option (75% threshold) and following a Ratings Methodology Event Redemption of the Notes is subject to compliance with Condition 6(c), as applicable, and may be suspended or postponed in certain circumstances.
• Redemption Due to Tax Event: If a Tax Event has occurred (i.e., as a result of a change in the applicable laws or regulations the Issuer is no longer entitled to claim a deduction in respect of any payments relating to the Notes or the amount of such deduction is materially reduced), then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Redemption Due to Capital Disqualification Event: If a Capital Disqualification Event has occurred (i.e., as a result of (or a change in the interpretation by any court or authority entitled to do so of) the Relevant Rules, the Notes (in whole or in part) have ceased to be eligible to qualify for inclusion in own funds as Tier 2 Capital), then the Issuer may, having given not less than 15 nor more than 30 days’ notice to the Holders, elect to redeem at any time all, but not some only, of the Notes at 100% of their Outstanding Principal Amount, together with any accrued and unpaid interest.
• Substitution and Variation: If a Tax Event, a Capital Disqualification Event or a Ratings Methodology Event has ocurred, then the Issuer may, having given not less than 15 nor more than 30 days' notice to the Holders but without any requirement for the consent or approval of the Holders, at any time either substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) the Notes so that they remain or, as appropriate, become, Qualifying Tier 2 Securities.
• Specified Denominations: €100,000 x 100,000
• ISIN: ES0224244139
• Use of Proceeds: The net proceeds of the Notes will be used for the general financing purposes of the Issuer and/or the Group (including the tender offer for the outstanding €600,000,000 Fixed to Floating Rate Notes with scheduled maturity in 2047, ISIN: ES0224244089).
• Business Day Convention: Following, unadjusted
• Day Count Fraction: Actual / Actual ICMA
• Documentation: Issuer’s €5,000,000,000 EMTN Programme Base Prospectus dated 2-Dec-25, registered in the Spanish Securities Market Commission (CNMV) (the “Base Prospectus”).
• Governing Law: Spanish law
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus for the purposes of the Prospectus Regulation. A copy of the Base Prospectus may be obtained by eligible investors from the Joint Lead Managers and is available on the Issuer’s corporate website (www.mapfre.com) and on the website of the CNMV (www.cnmv.es). The final terms relating to the Notes to which this Term Sheet relates (the “Final Terms”) will be prepared and made available to the public in accordance with the Prospectus Regulation. The Final Terms (when published) will be available on the Issuer’s corporate website (www.mapfre.com) and on the website of the CNMV (www.cnmv.es).
• Listing: AIAF (Spanish regulated Fixed Income Securities Market)
• Target Market/PRIIPs: Manufacturers' target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No EU PRIIPs or DISC key information document (EU KID/UK KID) has been prepared as the Notes will not be available to retail investors in the EEA and UK. No sales to retail clients (as defined in the COBS 3.4) in the UK.
• Selling Restrictions: As per the Base Prospectus
• Fees: The Banks will be paid a fee by the Issuer in relation to the transaction
• Global Coordinators: Barclays, Citi (B&D, DM)
• Joint Lead Managers: Barclays, BBVA, BofA Securities, Crédit Agricole CIB, Citi, Morgan Stanley and Santander
• Reference Benchmark: DBR 2.9% 15-Feb-36 / HR 95.2%
• Hedge Deadline: 15:55 CET / 14:55 UKT
• Timing: Allocations available. Pricing this afternoon