Commentary & Deal Flow

Launched: 11NC10: €750m @ MS+133bp - Books €3.25bn+ (pre-rec)
Book Update: Books €2bn+
IPTs: 11NC10: MS+165a

• Issuer: Swiss Re Subordinated Finance Plc (SRENVX Corp)
• Guarantor: Swiss Re Ltd
• Securities: 11NC10 Guaranteed Subordinated Fixed Rate Reset Notes
• Final Terms: Spread set at MS+133bps, Size €750m
• IPTs: MS+165 bps area
• Guarantor Credit Ratings: A2/A (Moody's/S&P)
• Expected Issue Ratings: A3/BBB+ (Moody's/S&P)
• Format: Reg S
• Status of Notes and Guarantee: Dated subordinated – refer to Terms and Conditions of the Notes
• Issue Amount: €750m
• Settlement / Issue Date: 22-Apr-26 (T+5)
• Scheduled Maturity Date: 22-Apr-37
• Reset Date: 22-Apr-36 and each anniversary thereof (if any)
• Redemption at the Option of the Issuer: At par, in whole but not in part on the first Reset Date, subject to no Solvency Event and FINMA approval
• Interest: Fixed rate of [●]% per annum, from (and including) the Issue Date to (but excluding) the first Reset Date, payable annually in arrear on each Interest Payment Date. If not redeemed by the Issuer, the interest rate shall be reset on each Reset Date to be the sum of the 1yr Mid-Swap Rate plus [●]bps per annum (non-step), payable annually in arrear on each Interest Payment Date
• Interest Payment Dates: 22 April in each year, commencing on and including 22-Apr-27
• Interest Deferral: Optional interest deferral not applicable Mandatory deferral upon a Required Interest Deferral Event, meaning a Solvency Event has occurred and is continuing or would occur due to payment)
• Solvency Event: Includes Issuer, Guarantor and/or Swiss Re Group solvency ratio <100%, threat of Issuer and/or Guarantor insolvency due to liquidity and/or over-indebtedness (liabilities exceed assets) concerns, FINMA determination based on financial, capital and/or solvency position of Issuer, Guarantor and/or Swiss Re Group
• Deferred Interest: Cash cumulative and non-compounding; payable in whole or in part at any time at Swiss Re’s discretion or in whole on the next compulsory interest payment date, redemption, or winding-up. All subject to no Solvency Event
• Redemption Events: The Issuer may call the Notes for early redemption at par, upon the occurrence of a Regulatory Event, Ratings Methodology Event, Recalculation Event, Special Tax Event and Clean-up Call Option (≤25%), subject to no Solvency Event and FINMA approval
• Statutory Bail-in: Swiss statutory Restructuring Powers apply
• Interpretation provisions: If there is a dispute as to the interpretation of any provision of the Notes or Subordinated Guarantee, such provision shall be interpreted and construed in a manner that is consistent with the Swiss insurance supervisory laws and regulations applicable to (i) risk-absorbing capital instruments (risikoabsorbierende Kapitalinstrumente) qualifying as Tier 2 Capital (as defined in the Terms and Conditions), (ii) the ordering of Swiss Protective Measures (as defined in the Terms and Conditions) and (iii) the exercise of Swiss Restructuring Powers (as defined inthe Terms and Conditions), provided that such interpretation shall not result in any extension of the rights of the Trustee or of the Noteholders, or in any reduction of the restrictions on such rights.
• Governing Law: English law for Notes and Swiss Law for Subordinated Guarantee
• Denominations / Listing: €100,000 + €1,000 / Luxembourg Stock Exchange (Euro MTF)
• Documentation: Terms and conditions set out in the offering circular relating to the Notes dated 18-Mar-26 (the "Offering Circular") and the applicable Pricing Supplement in relation to the Notes. The subordinated guarantee of Swiss Re Ltd to be dated the issue date of the Notes (the "Subordinated Guarantee").
• Selling Restrictions: Prospective investors are referred to the selling restrictions contained in the section headed "Subscription and Sale" commencing on page 375 of the Offering Circular. In addition to the prohibition of sales to EEA and UK Retail Investors, there are specific restrictions on the offer, sale and transfer of the Notes in the U.S., Singapore, Canada (Ontario), United Kingdom, Japan, Belgium and Switzerland
• Joint Lead Managers: BNP Paribas, Commerzbank, Nordea, Société Générale, UBS
• Target Market: Manufacturer target market (MiFID II product governance and/or UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA, the UK or elsewhere
• Advertisement: This communication is not a prospectus. The final Offering Circular is, and the applicable Pricing Supplement in relation to the Notes once published will be, available on the website of the Luxembourg Stock Exchange (www.luxse.com)
• Fees: The JLMs will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available on request to investors participating in the transaction
• Issuer LEI: 636700H29EH5Z8ZU8L04
• Use of Proceeds: General corporate purposes
• CUSIP / ISIN: Reg S: 332654799 / XS3326547992
• Timing: Today's business. Books close at 13:00 CET.