Generali Group - Tender Offer - Launch

Generali Group announces the buyback of perpetual notes and issues new Euro denominated subordinated notes in “Green” format

13 APRIL 2023

Full announcement including disclaimers and offer restrictions available via Generali

"-The transaction is in line with Generali’s approach of proactively managing its debt and optimizing its regulatory capital structure

-The new issue is consistent with the Group's sustainability strategy

Trieste – Assicurazioni Generali S.p.A. (Generali or the Offeror) today announced a cash buyback offer (the Offer) for its €1,500,000,000 4.596% Fixed-Floating Rate Perpetual Notes (XS1140860534) in a principal amount outstanding of €1,500,000,000 (the Notes) and the launch of a new issue of fixed rate Tier 2 bond due in 2033 under its €15,000,000,000 Euro Medium Term Note Programme.

The aggregate principal amount of the new Tier 2 bond – which shall be in “green” format, and the fourth green bond of the Group – shall not exceed €500,000,000.

The buyback is in line with Generali's approach of proactively managing its debt and optimizing its regulatory capital structure.

OVERVIEW OF THE OFFER

Generali announced today the offer to holders of the Notes to tender their Notes for purchase by the Offeror for cash, targeting to purchase up to €500,000,000 in aggregate principal amount of Notes (the final aggregate principal amount of Notes accepted for purchase being the Acceptance Amount).

The Acceptance Amount is expected to correspond to the principal amount of the New Notes (as defined below) issued. The Offer expires at 5.00 p.m (CET) on 19 April 2023 (the Offer Expiration). The terms and conditions of the Offer are contained in the Tender Offer Memorandum dated 13 April 2023 (the Tender Offer Memorandum) and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are available from the Tender Agent whose contact details are indicated below. Capitalized terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Generali intends to issue Euro denominated Fixed Rate Tier 2 Notes due 2033 (the New Notes) under its €15,000,000,000 Euro Medium Term Note Programme to be offered, subject to market conditions, to qualified investors (including Holders of the Notes participating in the Offer who may receive priority on allocation as described below) (the New Notes Offering). The New Notes will be issued in the form of green bonds pursuant to the terms of the Offeror’s Sustainability Bond Framework available at www.generali.com and will be listed on the Luxembourg Stock Exchange and rated by Moody's and Fitch. The aggregate principal amount of the New Notes issued pursuant to the New Notes Offering shall not exceed €500,000,000.

Generali has submitted an application to Istituto per la Vigilanza sulle Assicurazioni (IVASS, the Italian supervisory body for insurance) for its authorisation for the purchase of the Notes in the context of the Offer and has obtained such authorisation."