Commentary & Deal Flow

Launched: 30NC10: €500m @ MS+150bp - Books at €1.5bn (pre-rec)
IPTs: 30NC10: MS+175a - Books in excess of €1.5bn (excl. JLM)

• Issuer: SCOR SE
• LEI: 96950056ULJ4JI7V3752
• Insurer Financial Strength Ratings: A+ (stable) by S&P, A1 (stable) by Moody’s, A+ (stable) by Fitch, A (stable) by AM Best
• Issue Ratings (expected): A3 by Moody’s
• Rating Split: Insurer Financial Strength: A+/A1/A+/A (S&P/Moody's/Fitch/AM Best), Expected Issue: A3 (Moody's)
• Description: €500m Fixed to Floating Rate Subordinated Notes (the Notes).
• Use of Proceeds: General corporate purposes of the Group, including to finance the concurrent tender offer on the Issuer’s outstanding €250,000,000 Fixed to Reset Rate Subordinated Notes due 5 June 2047 with a first call date on 5 June 2027 (ISIN: FR0012770063) and €500,000,000 Fixed to Reset Rate Subordinated Notes due 27 May 2048 with a first call date on 27 May 2028 (ISIN: FR0013179314) announced by the Issuer on 27-May-26.
• Status: The Notes are direct, unconditional, unsecured and ordinarily subordinated obligations of the Issuer (Tier 2). If the Notes are no longer treated as tier 2 own funds regulatory capital, their rank will, subject to certain conditions, change, and the Notes will become either Senior Notes, 1st Ranking Senior Subordinated Obligations or Senior Subordinated Obligations.
• Size: €500m
• Schedule: Books to close at 12.45 UKT / 13.45 CET. Allocation and pricing later this pm.
• Settlement Date: 05-Jun-26 (T+7)
• First Call Date: 05-Dec-35, subject to Conditions to Redemption, Purchase and Replacement
• First Call Period / First Reset Date: 6 months, from the First Call Date to the First Reset Date (05-Jun-36)
• Scheduled Maturity Date: 05-Jun-56, subject to Conditions to Redemption, Purchase and Replacement
• Interest Rate: Fixed rate of [.]% per annum, from (and including) the Issue Date, to (but excluding) the First Reset Date, payable annually in arrear (the Fixed Rate Period). From (and including) the First Reset Date to (but excluding) the relevant date of redemption, floating rate, at the prevailing 3-month Euribor (or relevant replacement rate) + Margin (including 100 bps step-up), payable quarterly in arrear (the Floating Rate Period).
• Specified Denomination: €100,000
• Documentation: Standalone Preliminary Prospectus to be dated 27-May-26 and the final prospectus expected to be dated 01-Jun-26 (the Prospectus)
• Interest Payment Dates: In respect of the Fixed Rate Period: on 5 June in each year until (and including) the First Reset Date. In respect of the Floating Rate Period: on or about 5 March, 5 June, 5 September and 5 December in each year thereafter commencing on 05-Sep-36
• Optional Deferral of Interest Payments: Subject to Mandatory Deferral of Interest (see below), the Issuer may, at its option, elect to defer in full or in part the payment of interest otherwise due and payable on any Optional Interest Payment Date in respect of the Interest Period ending on such date, whereupon the Issuer shall not have any obligation to pay any interest on an Optional Interest Payment Date and such non-payment shall not constitute a default or event of default by the Issuer under the Notes or for any other purpose and shall not give Noteholders any right to accelerate the Notes. Any interest in respect of the Notes which has not been paid on an Optional Interest Payment Date will be deferred and shall constitute “Optional Deferred Interest” and shall be payable as outlined below. Noteholders will not receive any additional interest or compensation for the optional deferral of payment. In particular, the resulting Arrears of Interest will not bear interest.
• Optional Interest Payment Date: Any Interest Payment Date which is not otherwise a Mandatory Interest Deferral Date or Compulsory Interest Payment Date.
• Compulsory Interest Payment: The Issuer shall, on each Compulsory Interest Payment Date, for so long as the compulsory interest provisions apply, pay interest in respect of the Notes accrued to that date in respect of the Interest Period ending on such Compulsory Interest Payment Date, together with all Arrears of Interest at such time.
• Compulsory Interest Payment Date: Each Interest Payment Date prior to which, at any time during a period of six (6) months prior to such Interest Payment Date, a Compulsory Interest Payment Event occurred; provided, however, that this Interest Payment Date is not a Mandatory Interest Deferral Date.
• Compulsory Interest Payment Event: Any of the following events: (i) a declaration or payment of a dividend by the Issuer; or (ii) a payment of any nature by the Issuer on any Equity Securities (other than a dividend or other distribution paid on the ordinary shares of the Issuer consisting solely of newly-issued ordinary shares or a payment on any Equity Securities that was required under the terms of such Equity Securities).
• Mandatory Deferral of Interest: On any Mandatory Interest Deferral Date, the Issuer will be obliged to defer payment of all (but not some only) the interest accrued (and, if relevant, any Arrears of Interest) in respect of the Notes during the relevant Interest Period and any such non-payment shall not constitute a default or event of default by the Issuer for any purpose and shall not give Noteholders any right to accelerate the Notes. Any interest in respect of the Notes which has not been paid on a Mandatory Interest Deferral Date will be deferred and shall constitute “Mandatory Deferred Interest” and shall constitute, together with Optional Deferred Interest, “Arrears of Interest” and shall be payable as outlined below. Noteholders will not receive any additional interest or compensation for the compulsory deferral of payment. In particular, the resulting Arrears of Interest will not bear interest.
• Mandatory Interest Deferral Date: Each Interest Payment Date in respect of which, notwithstanding the occurrence of a Compulsory Interest Payment Event, a Regulatory Deficiency has occurred and such Regulatory Deficiency is continuing on such Interest Payment Date, or such interest payment (and, if relevant, any Arrears of Interest) would itself cause a Regulatory Deficiency provided, however, that the relevant Interest Payment Date will not be a Mandatory Interest Deferral Date in relation to such Interest Payment (and, if relevant, any Arrears of Interest) (or such part thereof) if, cumulatively: (i) the Relevant Supervisory Authority has exceptionally waived the deferral of such Interest Payment (and, if relevant, any Arrears of Interest) (to the extent the Relevant Supervisory Authority can give such waiver in accordance with the Applicable Supervisory Regulations); (ii) paying the Interest Payment (and, if relevant, any Arrears of Interest) does not further weaken the solvency position of the Issuer as determined in accordance with the Applicable Supervisory Regulations; and (iii) the Minimum Capital Requirement will be complied with immediately after the Interest Payment (and, if relevant, any Arrears of Interest) is made.
• Regulatory Deficiency: the own funds regulatory capital (or, if different, whatever terminology then employed by the Applicable Supervisory Regulations) of the Issuer or of the Group is not sufficient to cover the capital requirement (or, if different, whatever terminology then employed by the Applicable Supervisory Regulations) of the Issuer or its Group or any applicable capital requirements for internationally active insurance or reinsurance groups (or, if different, whatever terminology is employed to denote such requirement by the then Applicable Supervisory Regulations), whichever occurs earlier. For the avoidance of doubt, a Regulatory Deficiency would be deemed to have occurred when the Issuer and/or the Group has determined, based on information available at the relevant time, that it fails to meet the Solvency Capital Requirement and/or Minimum Capital Requirement (or, if different, whatever terminology is employed to denote such requirement by the then Applicable Supervisory Regulations) whichever occurs earlier; or the Relevant Supervisory Authority has notified the Issuer that it has determined, in view of the financial condition of the Issuer or its Group, that in accordance with Applicable Supervisory Regulations at such time, the Issuer must take specified action in relation to payments under the Notes; or the Issuer admits it is or is declared unable to meet its liabilities as they fall due with its immediately disposable assets (cessation des paiements), in each case without taking into account any Prior Approval of the Relevant Supervisory Authority being granted on an exceptional basis with respect to the payment of interest and/or Arrears of Interest on, or the redemption or purchase of, the Notes.
• Arrears of Interest: All Arrears of Interest may, subject to the fulfilment of the Conditions to Settlement, at the option of the Issuer, be paid in whole or in part at any time but all Arrears of Interest in respect of all Notes for the time being outstanding shall become due in full on whichever is the earliest of: the next Interest Payment Date which is a Compulsory Interest Payment Date; the date of any redemption of the Notes in accordance with the provisions relating to redemption of the Notes; or the date upon which a judgment is made for the voluntary or judicial liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer or the Issuer is liquidated for any other reason or the sale of the whole of the business (cession totale de l'entreprise) subsequent to the opening of a judicial recovery procedure of the Issuer. Conditions to Settlement are satisfied on any day with respect to any payment of Arrears of Interest, if (i) the Issuer has obtained the Prior Approval of the Relevant Supervisory Authority (to the extent such consent is then required by Applicable Supervisory Regulations), and (ii) such day is not a Mandatory Interest Deferral Date.
• Redemption from the First Call Date: Issuer redemption right at the Base Call Price on any day from and including the First Call Date to the First Reset Date, and then on each Interest Payment Date thereafter, subject to Conditions to Redemption, Purchase and Replacement and to the Prior Approval of the Relevant Supervisory Authority. The Base Call Price is equal to the Principal Amount of the Notes and any accrued and unpaid interest (and any Arrears of Interest) up to their Redemption Date.
• Early Redemption Rights: At the Base Call Price, in whole but not in part, for Tax Reasons (Gross-up Event, Withholding Tax Event and Tax Deductibility Event), Rating Reasons, Regulatory Reasons, Accounting Reasons, or Clean-Up Redemption (75% threshold), subject, in each case, to Conditions to Redemption, Purchase and Replacement and to the Prior Approval of the Relevant Supervisory Authority.
• Conditions to Redemption, Purchase, and Replacement: The Notes may not be redeemed, purchased or replaced pursuant to any of the redemption, purchase or replacement provisions referred to herein if (i) a Regulatory Deficiency has occurred and is continuing on the due date for redemption or purchase (or such redemption or purchase would itself cause a Regulatory Deficiency), except if (a) the Relevant Supervisory Authority has exceptionally waived the suspension of redemption, purchase or replacement (b) the Notes have been exchanged for or converted into another basic own-fund item of at least the same quality and (c) the Minimum Capital Requirement is complied with after the redemption or purchase, or (ii) an Insolvent Insurance Affiliate Winding-up has occurred and is continuing on the date due for redemption, purchase or replacement (to the extent required under the Applicable Supervisory Regulations in order for the Notes to be treated under the Applicable Supervisory Regulations as at least "tier two" own funds regulatory capital (or, if different, whatever terminology employed by the then Applicable Supervisory Regulations) of the Issuer and/or the Group except to the extent permitted under the Applicable Supervisory Regulations and with the Prior Approval of the Relevant Supervisory Authority) (together, the Conditions to Redemption, Purchase and Replacement, as complemented and further described in the Prospectus).
• Variation and Substitution of the Notes: If a Capital Disqualification Event, a Rating Event, an Accounting Event or an event pursuant to which the Issuer has the right to redeem the Notes pursuant to Condition 6.3 (Redemption for Tax Reasons) occurs, the Issuer may, at any time, without any requirement for the consent or approval of the Noteholders, vary the Conditions or substitute all (and not some only) of the Notes for other Notes, so that the varied Notes or the substituted Notes, as the case may be, become Qualifying Equivalent Securities.
• Inapplicability Period: In each case, the Issuer may waive, at any time and in its sole discretion, its right to redeem the Notes under any of Conditions 6.2 (Optional Redemption from the First Call Date), 6.3 (Redemption for Tax Reasons), 6.4 (Redemption for Rating Reasons), 6.5 (Redemption for Regulatory Reasons), 6.6 (Redemption for Accounting Reasons) and/or 6.7 (Clean-up Redemption) for a (definite or indefinite) period of time to be determined by the Issuer by notice to the Noteholders.
• Events of Default: There are no events of default in respect of the Notes.
• Acknowledgement of bail-in and write-down or conversion powers: Yes - only applicable if the Notes are in the scope of articles 35 et seq. of the IRRD, as finally transposed under French law.
• Form of the Notes: Dematerialised bearer form (au porteur)
• Listing: Luxembourg Stock Exchange (Regulated Market)
• Governing Law: French Law
• ISIN / Common Code: FR0014018PB2 / 338817070
• Selling Restrictions: US, EEA, UK [and Singapore] (as further described in the Prospectus)
• Target Market: Manufacturer target market (MiFID II & MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA and in the UK.
• Advertisement: The final Prospectus, once available, will be published on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of the Issuer (www.scor.com)
• Structuring Advisors and Global Coordinators: BNP Paribas, Crédit Agricole CIB
• Joint Bookrunners and Joint Lead Managers: BNP Paribas (B&D), Citi, Crédit Agricole CIB, HSBC and Natixis