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Swiss Re Finance (Lux) - Tender Offer - Launch

Swiss Re Finance (Luxembourg) S.A. Offer to Purchase for Cash Any and All of the Outstanding USD 4.250% Notes and Offer to Purchase for Cash an Amount Subject to the Capped Maximum Amount of the Outstanding USD 6.050% Notes, EUR 2.534% Notes, USD 5.524% Notes, USD 5.000% Notes and USD 5.750% Notes

02 OCTOBER 2023


Full announcement including disclaimers and offer restrictions available via Luxse


"October 2, 2023 — Swiss Re Finance (Luxembourg) S.A. (“SRFL” or the “Company”), incorporated as a limited liability company under the laws of the Grand Duchy of Luxembourg, is offering to purchase for cash any and all of its outstanding USD denominated 4.250% Guaranteed Perpetual Subordinated Fixed Spread Callable Notes guaranteed by Swiss Reinsurance Company Ltd (“SRZ”) (the “USD 4.250% Notes”) validly tendered on or before the Any and All Expiration Date (the “Any and All Tender Offer”).


In addition, SRFL is offering to purchase for cash Capped Tender Offer Notes (as defined below) up to a nominal amount of U.S.$1.5 billion (equivalent) less the aggregate nominal amount of USD 4.250% Notes validly tendered and accepted for purchase in the Any and All Tender Offer (assuming that USD 4.250% Notes tendered pursuant to guaranteed delivery procedures would be validly delivered) (the “Capped Maximum Amount”) in the following order of priority: "


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"The following tables summarize certain information regarding the Offers:

Notes: (1) As at the date of the Offer to Purchase. (2) In respect of the EUR 2.534% Notes, the USD 5.000% Notes and the USD 5.750% Notes, the Total Consideration (as defined below) for relevant Capped Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and when calculated in such manner is already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. In respect of the USD 6.050% Notes and the USD 5.524% Notes, the Total Consideration shall be equal to the applicable Fixed Purchase Price specified above, which is similarly already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. Capped Tender Offer Notes validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date will be eligible to receive the Late Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment. (3) The Company is offering to purchase an aggregate nominal amount of Capped Tender Offer Notes (converted into USD, where applicable, using an FX rate of €1.00 = U.S.$1.0585) of up to the Capped Maximum Amount. If the aggregate nominal amount of Capped Tender Offer Notes validly tendered in the Offers exceeds the Capped Maximum Amount, the Company will accept such Notes in accordance with the acceptance priority levels set forth above (the “Acceptance Priority Levels”). "


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