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Rating Action:

Moody’s upgrades the ratings of restricted tier one capital instruments issued by four European insurance groups; places one on review for upgrade; and affirms one

28 January 2022


Frankfurt am Main , January 28, 2022 – Moody's Investors Service (Moody's) has today upgraded by one notch the restricted tier one instruments ratings of the following insurance companies:

- Bupa Finance Plc (Bupa)

- Direct Line Insurance Group plc (Direct Line)

- Legal & General Group Plc (Legal & General)

- RSA Insurance Group Limited (RSA)

In the same action, the ratings on CNP Assurances' (CNP) restricted tier one instruments have been placed on review for upgrade and the rating on MACIF's restricted tier one instrument has been affirmed.

Insurance Financial Strength Ratings (IFSR) – where applicable - and other debt ratings have not been impacted by this rating action.

Please click on this link https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1000005794 for the List of Affected Credit Ratings. This list is an integral part of this Press Release and identifies each affected issuer.

RATINGS RATIONALE

This rating action follows yesterday's publication of the updated cross sector methodology for assigning instrument ratings for insurers (Assigning Instrument Ratings for Insurers Methodology, https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1300274 ). The revised methodology incorporates updates to the model used to rate insurers' high trigger capital securities ("CoCos"). The primary updates relate to selecting the probability of default associated with an IFSR and changing the way Moody's uses its Idealized Cumulative Expected Default Rates table to determine the probability of default thresholds associated with an alphanumeric model outcome.

The rating actions on Bupa, Direct Line, Legal & General, RSA, CNP and MACIF reflect the changes to the CoCos model mentioned above and the resulting impact on the solvency ratio thresholds used to determine the securities' ratings.

Bupa Finance Plc

The Baa3(hyb) rating of the notes reflects their deeply subordinated status and the risk of coupon cancellation on a non-cumulative basis. The notes will be converted in full into ordinary shares if the Bupa Group's Own funds fall to or below 75% of the Group's solvency capital requirements (SCR), or if the Group's Own funds fall below 100% of SCR for more than three months.

The model takes into account the Group's creditworthiness as captured by the A1 IFSR of Bupa Insurance Ltd (BINS, A1 negative), the main UK private medical insurance business of the wider Bupa Group, and Moody's expectation of the Group's regulatory solvency ratio. The Baa3(hyb) rating is one notch below the notional rating that would apply to the issuer's preferred stock absent equity conversion or principal write-down features.

Direct Line Insurance Group plc

The Baa3(hyb) rating on the notes is based on multiple risks including the likelihood of Direct Line's Solvency II ratio reaching the conversion triggers, the likelihood of coupon suspension on a non-cumulative basis and the probability of failure and loss severity.

The model also takes into account the Group's creditworthiness as captured by the A1 IFSR of Direct Line's main insurance operating entity - U K Insurance Limited (UKI, A1 stable) and Moody's expectation of the Group's regulatory solvency ratio (H1 2021: 195%).

Legal & General Group Plc

The Baa2(hyb) rating of the notes reflects their deeply subordinated status and the risk of coupon cancellation on a non-cumulative basis. The notes will be converted in full into common shares if Legal & General Group's Own Funds fall to or below 75% of the Group's SCR, or if the Group's Own funds fall below 100% of SCR for more than three months.

The model takes into account the Group's creditworthiness as captured by the Aa3 IFSR of Legal and General Assurance Society Limited (LGAS, Aa3 stable) and Moody's expectation of the Group's regulatory solvency ratio. The Baa2(hyb) rating is one notch below the notional rating that would apply to the issuer's preferred stock absent equity conversion or principal write-down features.

RSA Insurance Group Limited

The Ba1(hyb) rating of the notes reflects their deeply subordinated status and the risk of coupon cancellation on a non-cumulative basis. The notes will be converted in full into ordinary shares of RSA's owner, Intact Financial Corporation (Baa1 stable), if RSA Group's Own Funds fall to or below 75% of the Group's SCR, or if the Group's Own Funds fall below 100% of SCR for more than three months.

A temporary holding company has been formed and placed above RSA Insurance Group Limited such that RSA Group's consolidated solvency is formally calculated at this temporary company level until H2 2022, when it is expected that consolidated solvency will be calculated at the RSA Insurance Group Limited level. The model takes into account the Group's creditworthiness as captured by the A2 IFSR of Royal & Sun Alliance Insurance Limited (RSAI, A2 stable), the primary insurance operating entity of RSA Insurance Group Limited, and Moody's expectation of the RSA Group's regulatory solvency ratio. The Ba1(hyb) rating is one notch below the notional rating that would apply to the issuer's preferred stock absent equity conversion or principal write-down features.

CNP Assurances

The review for upgrade on the notes' Baa3(hyb) rating reflects the expectation that we could upgrade the notes one notch higher than currently under the revised methodology if CNP would sustainably maintain its Solvency II ratio on levels above 190%. Since the inclusion of the policyholders' surplus reserve in the Solvency II calculation at year-end 2019, which benefitted the issuer's ratio by about 70 percentage points, CNP maintained its Solvency II ratio in excess of 200% and the latest reported ratio was 216% at the end of the third quarter of 2021. Nonetheless, the ratio has been volatile and Moody's will seek additional clarity on the capital management strategy is in light of the forthcoming changes in the group's ownership and legal structure.

The Baa3(hyb) rating of the restricted Tier 1 notes reflects their deeply subordinated status - the notes rank junior to all CNP's ordinary subordinated and dated junior subordinated debt but pari passu with undated junior subordinated debt -, the risk of coupon cancellation on a non-cumulative basis and the risk of principal write-down under certain circumstances. The notes will be fully written down if CNP's own funds fall below 75% of the group's SCR or below the group's minimum capital requirement (MCR). The notes will also be partially written down if CNP's own funds fall between 100% and 75% of the group's SCR for more than three months, as prescribed by the regulation.

MACIF

The Ba1(hyb) rating of the perpetual restricted tier one notes reflects their deeply subordinated status - the notes rank junior to all MACIF's dated subordinated and dated junior subordinated debt -, the risk of coupon cancellation on a non-cumulative basis and the risk of principal write-down under certain circumstances. The notes will be fully written down if MACIF's or Aema Groupe's own funds fall below 75% of the SCR or below their MCR. The notes will be partially written down if MACIF's or Aema Groupe's own funds fall between 100% and 75% of the SCR for more than three months, as prescribed by the regulation.

Moody's assesses the probability of the write-down trigger being breached using an approach that is model-based. The outcome of the model is then supplemented by qualitative considerations which can be insurer or jurisdictional. The model considers MACIF's creditworthiness as captured by its A2 IFSR, Aema Groupe's Solvency II ratio (pro forma for the acquisition of Aviva France, at 159% at end-March 2021) and its disclosed ratio sensitivities.

Moody's could upgrade the rating on the restricted tier one rating if the group's solvency II ratio sustainably increases to above 170%. The company has publicly disclosed its plan to reach a Solvency II ratio for Aema Group of 190% by 2024 and we will monitor the ability of the new formed group to reach that level over time.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Bupa Finance Plc

The key drivers of the notes' rating are the level of the Group's regulatory solvency ratio and the A1 IFSR of BINS.

The notes could be upgraded if the Group's regulatory solvency ratio is consistently above the 200% threshold or if the A1 IFSR of BINS is upgraded and the Group's regulatory solvency ratio is consistently above the target working range of 140%-170%.

Conversely, the notes could be downgraded if the Group's regulatory solvency ratio is consistently positioned towards the low end of its current target working range and/or if the A1 IFSR of BINS is downgraded.

Direct Line Insurance Group plc

The key drivers of the notes' rating are the level of Group's regulatory solvency ratio and the A1 IFSR of UKI.

The notes could be upgraded if Direct Line's regulatory solvency ratio is consistently above the top end of its current target range of 180% or if the A1 IFSR of UKI is upgraded.

Conversely, negative rating action on the notes could occur if Direct Line's regulatory solvency ratio deteriorates sustainably well below the middle of the Group's target range, and/or if UKI's A1 IFSR is downgraded.

Legal & General Group Plc

The key drivers of the notes' rating are the level of the Group's regulatory solvency ratio and the Aa3 IFSR of LGAS.

The notes could be upgraded if the Group would target and consistently report a regulatory solvency ratio above 200% and/or if the Aa3 IFSR of LGAS is upgraded.

Conversely, the notes could be downgraded if the Group's regulatory solvency ratio is consistently below 170% and/or if the Aa3 IFSR of LGAS is downgraded.

RSA Insurance Group Limited

The key drivers of the notes' rating are the level of the Group's regulatory solvency ratio and the A2 IFSR of RSAI.

Positive rating action on the notes could occur if the Group's regulatory solvency ratio is consistently above 170%, and/or if RSAI's A2 IFSR is upgraded.

Conversely, negative rating action on the notes could occur if RSA's regulatory solvency II ratio is consistently below 145%, and/or if RSAI's A2 IFSR is downgraded.

CNP Assurances

The key drivers of the notes' rating are the level of CNP's consolidated Solvency II ratio and its A1 IFSR. The review for upgrade on the notes' Baa3(hyb) rating reflects the expectation that we could upgrade the notes one notch higher than currently if CNP would sustainably maintain its Solvency II ratio on levels above 190% and/ or if the issuer's IFSR is upgraded.

A negative rating action on the notes is unlikely given the current review for upgrade but could occur if CNP's Solvency II ratio deteriorates below 160%, and/or if CNP's A1 IFSR is downgraded.

MACIF

The key drivers of the notes' rating are the level of Aema Groupe's Solvency II ratio and the A2 IFSR of MACIF.

An upgrade of the notes could occur if Aema Groupe's Solvency II ratio increased sustainably above 170% and/or if MACIF's A2 IFSR were upgraded.

Conversely, a downgrade of the notes could occur if Aema Groupe's Solvency II ratio declined sustainably below 140% and/or if MACIF's A2 IFSR were downgraded.

PRINCIPAL METHODOLOGIES

The principal methodology used in rating Bupa Finance Plc, Direct Line Insurance Group plc and RSA Insurance Group Limited was Property and Casualty Insurers Methodology published in September 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1254163 . The principal methodology used in rating CNP Assurances and Legal & General Group Plc was Life Insurers Methodology published in September 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1254133 . The principal methodologies used in rating MACIF were Property and Casualty Insurers Methodology published in September 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1254163 , and Life Insurers Methodology published in September 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1254133 . Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

REGULATORY DISCLOSURES

The List of Affected Credit Ratings announced here are a mix of solicited and unsolicited credit ratings. For additional information, please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com. Additionally, the List of Affected Credit Ratings includes additional disclosures that vary with regard to some of the ratings. Please click on this link https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1000005794 for the List of Affected Credit Ratings. This list is an integral part of this Press Release and provides, for each of the credit ratings covered, Moody's disclosures on the following items:

• EU Endorsement Status

• UK Endorsement Status

• Rating Solicitation

• Issuer Participation

• Participation: Access to Management

• Participation: Access to Internal Documents

• Disclosure to Rated Entity

• Lead Analyst

• Releasing Office

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004 .

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.

For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235 .

The below contact information is provided for information purposes only. Please see the ratings tab of the issuer page at www.moodys.com, for each of the ratings covered, Moody's disclosures on the lead rating analyst and the Moody's legal entity that has issued the ratings.

The person who approved Bupa Finance Plc, Direct Line Insurance Group plc, Legal & General Group Plc and RSA Insurance Group Limited credit ratings is Simon James Robin Ainsworth, Associate Managing Director, Financial Institutions Group, JOURNALISTS : 44 20 7772 5456, Client Service : 44 20 7772 5454. The person who approved CNP Assurances and MACIF credit ratings is Antonello Aquino, Associate Managing Director, Financial Institutions Group, JOURNALISTS : 44 20 7772 5456, Client Service : 44 20 7772 5454.

The relevant office for each credit rating is identified in "Debt/deal box" on the Ratings tab in the Debt/Deal List section of each issuer/entity page of the website.

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

Christian Badorff
VP-Sr Credit Officer
Financial Institutions Group
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main
Germany
JOURNALISTS : 44 20 7772 5456
Client Service : 44 20 7772 5454

Simon James Robin Ainsworth
Associate Managing Director
Financial Institutions Group
JOURNALISTS : 44 20 7772 5456
Client Service : 44 20 7772 5454

Releasing Office :
Moody's Deutschland GmbH
An der Welle 5
Frankfurt am Main, 60322
Germany
JOURNALISTS : 44 20 7772 5456
Client Service : 44 20 7772 5454

© 2022 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

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