EQS-Adhoc: UNIQA launches tender offer for the repurchase of subordinated (Tier 2) bonds issued in 2015 and intends to issue a new EUR 500 million fixed-to-floating rate subordinated (Tier 2) bond

The management board and the supervisory board of UNIQA Insurance Group AG ("UNIQA" or the "Company") resolved today to invite holders of UNIQA's EUR 500,000,000 Subordinated Fixed to Floating Rate Notes with scheduled maturity in 2046 and a first issuer call date on 27 July 2026, ISIN XS1117293107 (the "Notes"), to tender their Notes for repurchase by the Company (the "Tender Offer" or the "Repurchase").

The Company may accept any and all validly tendered Notes in its sole and absolute discretion, at 100.75 per cent of the principal amount of the Notes, plus accrued interest. Details will be set out in the tender offer memorandum dated 5 May 2026 prepared by the Company (the "Tender Offer Memorandum").

The Repurchase will be subject to (i) fulfilment of the Settlement Condition on the Settlement Date (as defined in the Tender Offer Memorandum) and (ii) successful completion of the issue of new EUR 500,000,000 subordinated (Tier 2) fixed to floating rate notes with a minimum denomination of EUR 100,000 (the "New Notes" and such condition, the "New Financing Condition"), unless UNIQA waives the New Financing Condition in its sole and absolute discretion.

Investors may tender their Notes starting today, 5 May 2026, until expiration on 12 May 2026 (unless the Tender Offer is extended, terminated early or withdrawn at the sole discretion of the Company). Final results of the Tender Offer are expected to be announced as soon as practicable after the later of 13 May 2026 or the date of the pricing of the New Notes. Settlement of the Repurchase is expected to take place on the later of 15 May 2026 or the business day following the settlement of the New Notes.

The Tender Offer will be made exclusively on the basis of, and subject to the terms and conditions of, the Tender Offer Memorandum which will be available on request from Kroll Issuer Services Limited (+44 20 7704 0880/ uniqa@is.kroll.com) in its capacity as tender agent as from today.

In the event of successful completion of the Repurchase, UNIQA expects an increase of its financing costs due to the Repurchase being made at a premium above par value, as the premium paid will be fully accounted for in the financial year 2026. Nonetheless UNIQA's current guidance for the financial year 2026 remains unchanged.

Issuance and placement of the New Notes, which is subject to market conditions, is intended to be launched on or about 6 May 2026 and will be exclusively directed at institutional investors in Austria and abroad. Investors in the Notes may receive priority allocation in the offering of the New Notes (subject to the terms and conditions of the Tender Offer Memorandum). To receive a priority allocation of New Notes, an investor should contact a Dealer Manager to register its interest. An application for admission of the New Notes to trading on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange is intended, subject to approval of a listing prospectus.

UNIQA intends to use net proceeds of the New Notes for general corporate purposes, including refinancing upcoming redemptions such as the Repurchase.

J.P. Morgan SE, UniCredit Bank GmbH, Barclays Bank Ireland PLC, Morgan Stanley Europe SE and Raiffeisen Bank International AG have been mandated as dealer managers, and Kroll Issuer Services Limited has been mandated as tender agent for the Tender Offer.

J.P. Morgan SE, UniCredit Bank GmbH, Barclays Bank Ireland PLC, Morgan Stanley Europe SE and Raiffeisen Bank International AG have been mandated as Joint Bookrunners for the New Notes.

Legal notice/disclaimer:

This communication is a mandatory notification under Article 17 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, as amended (Market Abuse Regulation).

This communication is for information purposes only and does not constitute an offer to sell or an offer or solicitation to buy or subscribe to securities, nor does it constitute financial analysis or advice or a recommendation relating to financial instruments. The securities have not been and will not be registered under foreign securities laws, in particular not under the U.S. Securities Act of 1933, as amended ("Securities Act") and may not be offered or sold, in particular in the United States of America ("USA"), without registration or exemption from the registration requirements under the Securities Act.

This communication is not intended for distribution in or within the USA, Australia, Canada or Japan or any other country where such distribution or dissemination would be unlawful and may not be distributed or forwarded to publications with a general circulation in the USA. There will be no public offering of securities in the USA.

The liability management transaction referred to herein is not being made, directly or indirectly, in or into the United States by use of the mails or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States and the tender offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This communication does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The offer and sale of the New Notes will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of securities.

A listing prospectus will exclusively be prepared for the purpose of admitting the New Notes to trading on the Official Market of the Vienna Stock Exchange. Once approved by the Austrian Financial Market Authority, the listing prospectus will be available for download free of charge in electronic form from UNIQA's website at https://www.uniqagroup.com/grp/investor-relations/debt-investors.en.html

2321072  05-May-2026 CET/CEST