Commentary & Deal Flow

***Corrects Books

Book update: Combined Orderbooks above €3.5bn (excl. JLM)

IPTs: 3yr: MS+95a 15NC5: MS+200a

• Issuer: Mapfre, S.A.
• Issuer LEI: 95980020140005693107
• Issuer Credit Rating: A/A (S&P/Fitch)
• Expected Issue Rating:
  • 3yr: A (S&P)
  • 15NC5: BBB+ (S&P)
• Instrument:
  • 3yr: EUR Fixed Rate Senior Notes
  • 15NC5: EUR Fixed Rate Reset Tier 2 Notes
• Status of the Notes:
  • 3yr: The payment obligations of the Issuer under the Notes on account of principal constitute direct, unconditional, unsubordinated and unsecured obligations (creditos ordinarios) of the Issuer.
  • 15NC5: Tier 2 Notes (Condition 3(d) of the terms and conditions of the Tier 2 Notes of the Base Prospectus applies).
• Form of the Notes: Reg S, Cat 2, Dematerialized book-entry form (anotaciones en cuenta), registered with Iberclear.
• Aggregate Nominal Amount: EUR 500mn (WNG) (each tranche)
• Pricing Date: 4-Nov-26
• Settlement Date / Issue Date: 12-Nov-26 (T+6)
• Scheduled Maturity Date:
  • 3yr: 12-Nov-29
  • 15NC5: 12-Nov-41 (subject to Condition 6(b) (Deferral of Redemption and Purchase) and Condition 6(c) (Conditions to Redemption, Substitution, Variation and Purchase))
• Residual Maturity Call Option:
  • 3yr: At any time from (and including) 12-Aug-29 (3 months prior to the Scheduled Maturity Date) to (but excluding) the Scheduled Maturity Date, the Issuer may elect to redeem all, but not some only, of the Notes at 100% of the nominal amount together with any accrued and unpaid interest.
• Issuer Call Option:
  • 15NC5: On the First Reset Date and on the Second 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 (subject to Condition 6(b) (Deferral of Redemption and Purchase) and Condition 6(c) (Conditions to Redemption, Substitution, Variation and Purchase)).
• Interest Basis:
  • 15NC5: Fixed Rate Reset Notes.
• Reset Dates:
  • 15NC5: 12-Nov-31 (the First Reset Date) and 12-Nov-36 (the Second Reset Date)
• Coupon:
  • 3yr: []%. Interest payable annually in arrear every 12 November, commencing on 12-Nov-27 until the Scheduled Maturity Date.
  • 15NC5: []% Fixed, annual, payable in arrear, following unadjusted, from (and including) the Issue Date to (but excluding) the First Reset Date. On the First Reset Date, interest resets at the 5-year Euro Mid-Swap Rate + []bp (the First Margin), applicable from (and including) the First Reset Date to (but excluding) the Second Reset Date. On the Second Reset Date, interest resets at the 5-year Euro Mid-Swap Rate + []bp (the Subsequent Margin), applicable from (and including) the Second Reset Date to (but excluding) the Scheduled Maturity Date.
• Interest Payment Dates:
  • 3yr: 12 November in each year up to and including the Scheduled Maturity Date, commencing on 12-Nov-27
  • 15NC5: 12 November in each year up to and including the Scheduled Maturity Date, commencing on 12-Nov-27
• Day Count Fraction:
  • 3yr: Act / Act (ICMA)
  • 15NC5: Actual / Actual (ICMA)
• Business Day Convention: Following, unadjusted
• Additional Business Centres:
  • 15NC5: Not Applicable
• Reset Reference Rate:
  • 15NC5: 5yr Euro Mid-swap Rate
• Mandatory deferral of Interest:
  • 15NC5: If any Regulatory Deficiency Interest Deferral Event has occurred and is continuing or would occur if payment of interest were made, or the Relevant Regulator prohibits payments of interest, or the Issuer is unable to meet regularly its due and payable liabilities.
• Arrears of Interest:
  • 15NC5: Cash cumulative, non-compounding. Arrears of Interest may be paid in whole or in part at any time at the option of the Issuer upon not less than 14 days notice, and must be paid in full upon the next Interest Payment Date, a Winding-Up of the Issuer, or any redemption or purchase of the Notes.
• Mandatory deferral of Redemption:
  • 15NC5: If any Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if redemption or purchase were made, or the Relevant Regulator prohibits payments of principal, or the Issuer is unable to meet regularly its due and payable liabilities.
• Early Redemption Events:
  • 15NC5: The Notes may be redeemed prior to their Scheduled 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 Due to Tax Event:
  • 3yr: If a Tax Event has occurred, then the Issuer may elect to redeem at any time all, but not some only, of the Notes at 100% of the nominal amount, together with any accrued and unpaid interest.
  • 15NC5: If a Tax Event has occurred, 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 Ratings Methodology Event:
  • 15NC5: If a Ratings Methodology Event has occurred, then the Issuer may 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.
• Clean-up Call Option:
  • 3yr: If 75% or more of the aggregate principal amount of the Notes has been purchased by the Issuer or any of its subsidiaries and/or redeemed, the Issuer may redeem all, but not some only, of the Notes at 100% of the nominal amount together with any accrued and unpaid interest.
  • 15NC5: If 75% or more of the aggregate principal amount of the Notes has been purchased by the Issuer or any of its subsidiaries and/or redeemed, the Issuer may redeem 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:
  • 15NC5: If a Capital Disqualification Event has occurred, then the Issuer may 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:
  • 15NC5: If a Tax Event, a Capital Disqualification Event or a Ratings Methodology Event has occurred, then the Issuer may 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 Qualifying Tier 2 Securities.
• Events of Default:
  • 3yr: In accordance with Condition 6 of the Senior Notes in the Base Prospectus.
• Redemption Basis / Redemption Amount:
  • 3yr: 100% of Nominal Amount
  • 15NC5: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Scheduled Maturity Date at 100% of their Outstanding Principal Amount.
• Documentation: Issuers EUR 5,000,000,000 EMTN Programme Base Prospectus dated 22-Oct-26, approved by and registered with the Spanish Securities Market Commission (CNMV) (the Base Prospectus).
• Listing: AIAF (Spanish regulated Fixed Income Securities Market)
• Clearing System: Iberclear
• Specified Denominations: EUR 100,000 x 100,000
• Common Code:
  • 3yr: 356363205
  • 15NC5: 356363264
• Governing Law: Spanish law
• Use of Proceeds: The Issuer intends to apply the net proceeds from the sale of the Notes to repay outstanding amounts under the Acquisition Facility related to the completed acquisition of Safety Insurance Group, Inc., and for general corporate purposes, including the refinancing of maturing debt.
• Global Coordinators: Citi (B&D), Deutsche Bank.
• Joint Lead Managers: Barclays, BBVA, BofA Securities, BNP Paribas, Citi, Credit Agricole CIB, Deutsche Bank, Morgan Stanley and Santander.
• Target Market/PRIIPS/CCI: Manufacturers target market (MiFID II product governance / UK MiFIR product governance) is eligible counterparties and professional investors only (all distribution channels). No PRIIPs KID or UK DISC document has been prepared.
• Selling Restrictions: As per the Base Prospectus. Regulation S, Category 2. TEFRA Not applicable.
• Timing: Books Open, todays business.