Obligation Swiss Rück 7% ( XS0429265159 ) en EUR

Swiss Rück

100 % ▼

Etats-unis

XS0429265159 ( en EUR )

7% par an ( paiement annuel )

19/05/2014 - Obligation échue

Prospectus brochure de l'obligation Swiss Re XS0429265159 en EUR 7%, échue

50 000 EUR

600 000 000 EUR

Swiss Re est une société de réassurance suisse leader mondial, offrant des solutions de réassurance et de capital-investissement aux assureurs et aux autres institutions financières.

L'Obligation émise par Swiss Rück ( Etats-unis ) , en EUR, avec le code ISIN XS0429265159, paye un coupon de 7% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/05/2014

Offering Circular

U.S.$10,000,000,000 DEBT ISSUANCE PROGRAMME
of
Swiss Re Ltd
(incorporated with limited liability in Switzerland)
as Issuer and as Guarantor in respect of certain Senior Notes or Subordinated Notes issued by Swiss Re Finance
(Luxembourg) S.A. or Swiss Re Finance (UK) Plc and certain Senior Notes issued by Swiss Re Treasury (US)
Corporation
Swiss Reinsurance Company Ltd
(incorporated with limited liability in Switzerland)
as Issuer and as Guarantor in respect of certain Senior Notes or Subordinated Notes issued by Swiss Re Finance
(Luxembourg) S.A. and certain Senior Notes issued by Swiss Re Treasury (US) Corporation
and
Swiss Re Finance (Luxembourg) S.A.
(incorporated with limited liability in Luxembourg)
Swiss Re Treasury (US) Corporation
(incorporated with limited liability in Delaware)
Swiss Re Finance (UK) Plc
(incorporated with limited liability in England)
as Issuers
On 8 June 2000, Swiss Reinsurance Company Ltd and various of its subsidiaries entered into a Debt Issuance Programme, which has been amended and
increased or amended and restated from time to time, most recently on 14 April 2022 (the "Programme"). With effect from the date hereof, the
Programme has been amended and this Offering Circular supersedes the offering circular dated 14 April 2022. Any Notes (as defined below) to be issued
after the date hereof under the Programme are issued subject to the provisions set out herein, save that Notes which are to be consolidated and form a
single Series (as defined in the "Summary of the Programme" below) with Notes issued prior to the date hereof will be issued subject to the terms and
conditions of the Notes applicable on the date of issue for the first tranche of Notes of such Series. Subject as aforesaid, this does not affect any Notes
issued prior to the date hereof.
Under the Programme, Swiss Re Ltd ("SRL"), Swiss Reinsurance Company Ltd ("SRZ"), Swiss Re Finance (Luxembourg) S.A. ("SRFL"), Swiss Re
Treasury (US) Corporation ("SRTUS") and Swiss Re Finance (UK) Plc ("SRFUK") (each an "Issuer" and together, the "Issuers"), subject to compliance
with all relevant laws, regulations and directives, may from time to time issue debt securities (the "Notes"). Notes may be issued under the Programme
as dated unsubordinated notes ("Senior Notes"), dated subordinated notes ("Dated Subordinated Notes") or undated subordinated notes ("Undated
Subordinated Notes" and, together with the Dated Subordinated Notes, the "Subordinated Notes"). Notes issued by SRFUK will be guaranteed by
SRL and Notes issued by SRFL and SRTUS will be guaranteed by either SRZ or SRL (each in such capacity in respect of SRFUK, SRFL or SRTUS, a
"Guarantor"). SRTUS will only issue Senior Notes under the Programme. The aggregate nominal amount of Notes outstanding will not at any time
exceed U.S.$10,000,000,000 (or the equivalent in other currencies). Payments of interest, principal and guaranteed amounts under the Subordinated
Notes may be subject to optional or mandatory deferral in accordance with the terms of the relevant Series of Subordinated Notes.
Application has been made to list Notes issued under the Programme on the Official List of the Luxembourg Stock Exchange, and for the Notes to be
admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Market"). Reference in this Offering Circular to Notes being
"listed" on the Luxembourg Stock Exchange (and related references) shall mean that such Notes have been admitted to trading on the Market. In relation
to Notes listed on the Luxembourg Stock Exchange, this Offering Circular is valid for a period of one year from the date hereof. The applicable Pricing
Supplement (as defined below) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock
Exchange or the SIX Swiss Exchange (or any other stock exchange). The Programme provides that the Notes may be listed on such further or other
exchanges as may be agreed between the relevant Issuer and the relevant Dealer(s) (as defined in the "Summary of the Programme" below). Listing Notes
on such other exchange, including a regulated market for purposes of Directive 2014/65/EU ("MiFID II") and a UK regulated market for purposes of
Regulation (EU) No 600/2014 as it forms part of United Kingdom ("UK") domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA") ("UK MiFIR"), may require the Offering Circular to be amended or supplemented to comply with the requirements of such exchange. The
Issuers may also issue unlisted Notes.
This Offering Circular has been approved as a base prospectus (Basisprospekt) by the Prospectus Office (Prüfstelle) of SIX Exchange Regulation AG
("Prospectus Office") on 27 April 2023 under the Swiss Financial Services Act ("FinSA"). Under the FinSA, this Offering Circular is valid for a period
of one year from the date of approval by the Prospectus Office. In this Offering Circular, the term Pricing Supplement is also used to refer to final terms
(endgültige Bedingungen) pursuant to the FinSA. It may only be used for the purpose for which it has been published.
Senior Notes (other than those to be listed on the SIX Swiss Exchange) may be issued, by Issuers other than SRTUS, in non-exchangeable bearer form
("Bearer Notes"), in bearer form exchangeable for Registered Notes ("Exchangeable Bearer Notes") or in registered form only ("Registered Senior
Notes"). Subordinated Notes (other than those to be listed on the SIX Swiss Exchange) may be issued, by Issuers other than SRTUS, in registered form
only ("Registered Subordinated Notes" and, together with Registered Senior Notes, "Registered Notes"). SRTUS will issue Registered Senior Notes
only. Each Series of Bearer Notes or Exchangeable Bearer Notes will be represented on issue by a temporary global note in bearer form (each a
"temporary Global Note") or a permanent global note in bearer form (each a "permanent Global Note"). Each temporary Global Note or, as the case
may be, permanent Global Note (each a "Global Note") which is not intended to be issued in new global note ("CGN") form, as specified in the relevant
Pricing Supplement, will (or in the case of Notes listed on the Luxembourg Stock Exchange are expected to) be deposited on or around the issue date of
the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A.
("Clearstream, Luxembourg") and/or any other relevant clearing system and each Global Note relating to Senior Notes which is intended to be issued
in new global note ("NGN") form, as specified in the relevant Pricing Supplement, will (or in the case of Notes listed on the Luxembourg Stock Exchange
are expected to) be deposited on or around the issue date of the relevant Tranche of the Notes with a common safekeeper for Euroclear and/or Clearstream,

Luxembourg. Registered Notes will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each
Noteholder's entire holding of Registered Notes of one Series. Swiss franc Notes listed on the SIX Swiss Exchange (a) may, in case of Senior Notes,
either be issued in the form of a permanent global certificate documenting such Notes (the "Permanent Global Certificate") which will be deposited
with SIX SIS AG ("SIS") or any other intermediary in Switzerland recognised for such purposes by the SIX Swiss Exchange (together with SIS, a
"Intermediary") or be issued as uncertificated securities (einfache Wertrechte), which will be created by the Issuer by means of a registration in its
register of uncertificated securities (Wertrechtebuch), and be entered into the main register of an Intermediary as custodian (Verwahrungsstelle) and (b)
will, in case of Subordinated Notes, be created by the Issuer by means of a registration in its register of uncertificated securities (Wertrechtebuch), and
be entered into the main register of an Intermediary as custodian (Verwahrungsstelle). Other than as described in this Offering Circular or the
relevant Pricing Supplement, Noteholders will not be able to demand the delivery of individual certificates representing Notes listed on the SIX
Swiss Exchange.
Registered Notes which are sold in an "offshore transaction" within the meaning of Regulation S ("Unrestricted Notes") under the U.S. Securities Act
of 1933 (the "Securities Act"), will initially be represented by a permanent registered global certificate (each an "Unrestricted Global Certificate")
which will either be: (a) in the case of a Certificate which is not to be held under the new safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing
system and the relevant Unrestricted Global Certificate will be deposited on or about the issue date with the common depositary; or (b) in the case of a
Certificate relating to Senior Notes to be held under the New Safekeeping Structure, be registered in the name of a common safekeeper (or its nominee)
for Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant Unrestricted Global Certificate will be
deposited on or about the issue date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. Registered Notes which are sold in the
United States to qualified institutional buyers ("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act ("Restricted Notes")
will initially be represented by a permanent registered global certificate (each a "Restricted Global Certificate" and, together with the Unrestricted
Global Certificate, the "Global Certificates"), which may be deposited on the Issue Date either with (a) a common depositary, or (b) a custodian for,
and registered in the name of Cede & Co. as nominee for, The Depository Trust Company ("DTC"). The provisions governing the exchange of interests
in the Global Notes for other Global Notes and Definitive Notes (as defined below) and in each Global Certificate for other Global Certificates and
Certificates in definitive form ("Individual Certificates") are described in "Summary of Provisions Relating to the Notes While in Global Form".
In this Offering Circular, the term Pricing Supplement is used to refer to final terms pursuant to the Luxembourg law of 16 July 2019 on prospectuses
for securities (the "Luxembourg Prospectus Law"). This Offering Circular constitutes a base prospectus for purposes of Part IV of the Luxembourg
Prospectus Law. It may only be used for the purpose for which it has been published.
Unless otherwise stated in the applicable Pricing Supplement, Notes issued or guaranteed by SRZ under the Programme are expected to be rated by
Standard & Poor's Financial Services LLC ("S&P") as follows: "A-1+" for short-term debt, "AA-" for long-term senior debt and "A" for subordinated
debt. They are also expected to be rated by Moody's Investors Service, Inc. ("Moody's") as follows: "P-1" for short-term debt, "Aa3" for long-term senior
debt and "A2" for subordinated debt. Notes issued or guaranteed by SRL under the Programme are expected to be rated by S&P as follows: "A-1" for
short-term debt, "A" for long-term senior debt and "BBB+" for subordinated debt. They are also expected to be rated by Moody's as follows: "P-1" for
short-term debt, "A2" for long-term senior debt and "A3" for subordinated debt. Where a Series of Notes is to be rated, such rating will not necessarily
be the same as the rating assigned to Notes already issued. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigned rating agency.
Investing in Notes issued under the Programme involves certain risks. See the series of "Risk Factors" beginning on page 148 of this Offering
Circular for a discussion of certain factors that should be considered by investors.

Arranger for the Programme

J.P. Morgan
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
HSBC
J.P. Morgan
Morgan Stanley
RBC Capital Markets
Standard Chartered Bank
UBS Investment Bank
Wells Fargo Securities

27 April 2023

- ii -

IMPORTANT NOTICES
Each of Swiss Re Ltd, Zurich, Switzerland (in its capacity as an Issuer and a Guarantor) (in respect of itself
and in respect of itself together with its consolidated subsidiaries (collectively, the "Swiss Re Group")),
Swiss Reinsurance Company Ltd, Zurich, Switzerland (in its capacity as an Issuer and a Guarantor), Swiss
Re Finance (Luxembourg) S.A., Luxembourg, Luxembourg, Swiss Re Treasury (US) Corporation,
Wilmington, Delaware, and Swiss Re Finance (UK) Plc, London, England, having made all reasonable
enquiries, accepts responsibility for the information contained in this Offering Circular and confirms that
this Offering Circular contains all information with respect to each of the Issuers, the Guarantors, the
Swiss Re Group and the Notes (including each Guarantee (as defined in the "Summary of the Programme"
below) in respect of the Notes) that is material in the context of the issue and offering of the Notes; the
statements contained in this Offering Circular relating to the Issuers, the Guarantors and the Swiss Re
Group are in every material respect true and accurate and not misleading; the opinions and intentions
expressed in this Offering Circular with regard to the Issuers, the Guarantors and the Swiss Re Group are
honestly held, have been reached after considering all relevant circumstances and are based on reasonable
assumptions; there are no other facts in relation to the Issuers, the Guarantors, the Swiss Re Group or the
Notes (including each Guarantee), the omission of which would, in the context of the issue and offering of
the Notes (including each Guarantee), make any statement in this Offering Circular misleading in any
material respect or affect its import; and all reasonable enquiries have been made by the Issuers and the
Guarantors to ascertain such facts and to verify the accuracy of all such information and statements.
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of the Notes and, if given or made,
such other information or representation must not be relied upon as having been authorised by the Issuers,
the Guarantors or any of the Dealers or the Arranger (as defined in "Summary of the Programme"). Neither
the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuers or the
Guarantors since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial position of the Issuers
or the Guarantors since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Offering Circular comes are required by the
Issuers, the Guarantors, the Dealers and the Arranger to inform themselves about and to observe any such
restriction. In particular, certain restrictions may apply to the distribution of this Offering Circular and/or
the offer or sale of the Notes in Switzerland, the United States, the United Kingdom, Japan, Belgium and
the European Economic Area (the "EEA"). See "Subscription and Sale."
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Pricing Supplement
in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors," the Notes
are not intended to be offered, sold or otherwise made available to and, should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii)
a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II; or (iii) not a qualified investor (as defined in Regulation (EU) 2017/1129, the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling Notes or otherwise making them available to retail investors in the
EEA has been prepared and, therefore, offering or selling the Notes or otherwise making Notes available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS If the Pricing Supplement
in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors," the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning
of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or

- iii -

regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer
would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not
a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the
"UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Product Governance under MiFID II: A determination will be made in relation to each issuance of Notes
about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive
2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
Product Governance under UK MiFIR: A determination will be made in relation to each issuance of Notes
about whether, for the purpose of the UK MiFIR product governance rules set out in the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MiFIR Product Governance Rules.
The Pricing Supplement in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which channels
for distribution of the Notes are appropriate. Any distributor should take into consideration the target
market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels.
No Key Information Document in Switzerland: In accordance with Article 59 (1) of the FinSA, no key
information document according to the FinSA or any equivalent document under the FinSA needs to be
prepared for Notes which do not have a derivative character within the meaning of Article 86(3) of the
Swiss Financial Services Ordinance ("FinSO"). For Notes with a derivative character within the meaning
of Article 86(2) of the FinSO, a key information document according to the FinSA or an equivalent
document will be prepared if the Notes are offered to "retail clients" in the sense of the FinSA in
Switzerland, unless an exemption applies.
The Notes and Guarantees have not been, and will not be, registered under the Securities Act or with any
securities regulatory authority of any State or other jurisdiction of the United States and are being sold
pursuant to an exemption from the registration requirements of such Act. Senior Notes include Bearer Notes
that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered or
sold or, in the form of Bearer Notes, delivered within the United States or to, or for the account or benefit
of, U.S. persons as defined in the relevant U.S. tax regulations.
The Notes and Guarantees are being offered and sold outside the United States in offshore transactions
within the meaning of and in reliance on Regulation S under the Securities Act ("Regulation S") and (in
the case of Restricted Notes) within the United States to QIBs in reliance on Rule 144A. Prospective
purchasers are hereby notified that sellers of the Notes and Guarantees may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain
restrictions on offers and sales of the Notes and Guarantees and on distribution of this Offering Circular
or any Pricing Supplement or any other offering material relating to the Notes, see "Subscription and Sale"
and "Transfer Restrictions".

- iv -

Neither the Programme, the Notes nor any Guarantee have been approved or disapproved by the U.S.
Securities and Exchange Commission (the "SEC"), any State securities commission in the United States
or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of the Notes and Guarantees or the accuracy or adequacy of this
Offering Circular. Any representation to the contrary is a criminal offence in the United States.
Neither this Offering Circular nor any Pricing Supplement constitutes an offer, or an invitation by or on
behalf, of the Issuers, the Guarantors or the Dealers to subscribe for, or purchase, any Notes.
The information contained in this Offering Circular has been provided by the Issuers and the Guarantors.
None of the Dealers or the Arranger makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering
Circular. Neither this Offering Circular nor any other financial statements are intended to provide the
basis of any credit or other evaluation and should not be considered as a recommendation by any of the
Issuers, the Guarantors, the Arranger or the Dealers that any recipient of this Offering Circular or any
other financial statements should purchase the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in
this Offering Circular and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of
the Issuers or the Guarantors during the life of the arrangements contemplated by this Offering Circular
nor to advise any investor or potential investor in the Notes of any information coming to the attention of
any of the Dealers or the Arranger.
This Offering Circular is to be read in conjunction with all the documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Offering Circular
shall be read and construed on the basis that such documents are so incorporated and form part of this
Offering Circular.
This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or the solicitation in such
jurisdiction. None of the Issuers, the Guarantors or the Dealers represent that this Offering Circular may
be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder,
or assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Issuers, the Guarantors or the Dealers which would permit a public offering of the Notes
in the United States or any other jurisdiction, or distribution of this Offering Circular in any jurisdiction
where action for that purpose is required, except that this Offering Circular was approved by the
Prospectus Office as required under the FinSA for the purpose of public offerings of Notes in Switzerland.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular
nor any advertisement or other offering material relating to the Programme or the Notes issued thereunder
may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations and the Dealers have represented and each further
Dealer will be required to represent that all offers and sales by them will be made on the same terms.
In connection with any Tranche (as defined in "Summary of the Programme"), one or more of the Dealers
may act as a stabilisation manager (the "Stabilisation Manager(s)"). The identity of the Stabilisation
Manager(s) will be disclosed in the applicable Pricing Supplement. References in the next paragraph to
"an issue" are to each Tranche in relation to which one or more Stabilisation Manager(s) are appointed.
In connection with an issue of Notes, the Stabilisation Manager(s) (or any person acting on behalf of
any Stabilisation Manager(s)) may over-allot Notes or effect transactions which support the market price
of Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the relevant issue of Notes is made and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the Issue Date of the relevant issue
of Notes and 60 days after the date of the allotment of the relevant issue of Notes. Any stabilisation action
or over-allotment must be conducted by the relevant stabilisation manager(s) (or person(s) acting on
behalf of any stabilisation manager(s)) in accordance with all applicable laws and rules.

- v -

In this Offering Circular, unless otherwise specified or the context otherwise requires, references to "Swiss
francs" and "CHF" are to the lawful currency of Switzerland, references to "EUR," "euro", "euros" and
"" are to the single currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, references to "GBP", "sterling"
and "£" are to the currency of the United Kingdom, references to "AUD" are to the lawful currency of
Australia and references to "U.S.$","USD," "$" and "U.S. dollars" are to the currency of the United States.
In this Offering Circular, unless otherwise specified or the context otherwise requires, a reference to a law
or a provision of a law is a reference to that law or provision as extended, amended or re-enacted.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B(1) OF THE SECURITIES AND
FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE, AS MODIFIED OR
AMENDED FROM TIME TO TIME (THE "SFA") - Unless otherwise stated in the Pricing Supplement
in respect of any Notes, all Notes issued or to be issued under the Programme shall be prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

- vi -

CONTENTS

Page
Note on the Swiss Re Group Structure ......................................................................................................... 1
Documents Incorporated by Reference ........................................................................................................ 2
Cautionary Note on Forward-Looking Statements ....................................................................................... 6
Summary of the Programme ......................................................................................................................... 8
Terms and Conditions of the Senior Notes ................................................................................................. 20
Terms and Conditions of the Subordinated Notes ...................................................................................... 73
Clearing and Settlement ........................................................................................................................... 137
Summary of Provisions Relating to the Form of the Notes ...................................................................... 141
Risk Factors .............................................................................................................................................. 148
Use of Proceeds ........................................................................................................................................ 196
Capitalisation of the Swiss Re Group ....................................................................................................... 197
Capitalisation of the SRZ Group .............................................................................................................. 198
Exchange Rate Information ...................................................................................................................... 199
Selected Consolidated Financial Data of the Swiss Re Group ................................................................. 200
Selected Consolidated Financial Data of the SRZ Group ......................................................................... 203
Swiss Re Group Risk and Capital Management ....................................................................................... 206
Our Business ............................................................................................................................................ 230
Regulation ................................................................................................................................................ 261
Board of Directors and Senior Management ............................................................................................ 282
Certain Information about Swiss Re Ltd and Swiss Reinsurance Company Ltd ...................................... 292
Certain Information about Swiss Re Finance (Luxembourg) S.A. ........................................................... 297
Summary Financial Information of Swiss Re Finance (Luxembourg) S.A. ............................................. 299
Certain Information about Swiss Re Treasury (US) Corporation ............................................................. 301
Summary Financial Information of Swiss Re Treasury (US) Corporation ............................................... 302
Certain Information About Swiss Re Finance (UK) Plc ........................................................................... 304
Summary Financial Information of Swiss Re Finance (UK) Plc .............................................................. 305
Taxation .................................................................................................................................................... 306
Subscription and Sale ............................................................................................................................... 324
Transfer Restrictions ................................................................................................................................ 331
Form of Pricing Supplement For the Senior Notes .................................................................................. 334
Form of Pricing Supplement For The Subordinated Notes ...................................................................... 354
Form of Senior Guarantee ........................................................................................................................ 369
Form of Subordinated Guarantee Dated Notes ...................................................................................... 372
Form of Subordinated Guarantee Undated Notes .................................................................................. 376
General Information ................................................................................................................................. 379
Index of Defined Terms............................................................................................................................ 383

- vii -

NOTE ON THE SWISS RE GROUP STRUCTURE
In 2021, we streamlined our legal entity structure (the "Legal Entity Realignment"), such that:
·
Swiss Reinsurance Company Ltd ("SRZ") became the main operating subsidiary of Swiss Re Ltd
("SRL"), the listed holding company of the Swiss Re Group; and
·
SRZ established separate holding companies for the Corporate Solutions Business Unit and
Division iptiQ ("Division iptiQ" or "iptiQ") in addition to the already existing holding company
for the Reinsurance Business Unit (as was in existence at the time).
In 2022, we sold elipsLife to Swiss Life International and entered into a long-term reinsurance partnership
for elipsLife's in-force and new business. As part of the agreement, Swiss Life International took over
elipsLife, excluding the medical expense business of Elips Versicherungen AG in Ireland, which remains
with us within the Corporate Solutions Business Unit.
In 2023, we announced a streamlining of our organisational structure and that we would operate with four
Business Units (the "Reorganisation"). The Reorganisation was effective from 3 April 2023. As a result
of the Reorganisation, the former Reinsurance Business Unit was split into Property & Casualty
Reinsurance and Life & Health Reinsurance, with each having full authority over the respective
underwriting and claims management processes. We also created a new Global Clients & Solutions
Business Unit that is comprised of the existing divisions iptiQ, Swiss Re Solutions and Public Sector
Solutions, as well as our global client business. Corporate Solutions continued as a Business Unit and was
unchanged. The Swiss Re Group's financial reporting segments were not affected and remain unchanged.
These financial reporting segments consist of Property & Casualty Reinsurance, Life & Health
Reinsurance, Corporate Solutions and Group Items.
In addition, unless the context otherwise requires, references in this Offering Circular to:
·
"Business Units" are to Property & Casualty Reinsurance, Life & Health Reinsurance, Global
Clients & Solutions and Corporate Solutions.
·
"SRZ Group" are to SRZ and its consolidated subsidiaries. With the exception of the Non-SRZ
entities (as defined below), the Swiss Re Group and the SRZ Group are substantially the same.
·
"Swiss Re," the "Swiss Re Group," "we," "us" and "our," unless indicated otherwise, are to SRL
and its consolidated subsidiaries.
·
"You," a "Noteholder" and "Noteholders" are to a purchaser or purchasers of Notes, as the case
may be.
In addition to SRZ, SRL also directly owns Swiss Re Finance (UK) Plc, Swiss Re Management Ltd, Swiss
Re Insurance-Linked Investment Management Ltd (the asset manager for our investment funds, including
our 1863 Fund complex, and Core Nat Cat Fund) (the initial fund that offers investors an opportunity to
participate in our natural catastrophe business) and Swiss Re Principal Investments Company Ltd (one of
the holding companies for direct participations in companies and investments in certain private equity funds)
("Principal Investments"). We refer to these SRL-owned entities as "Non-SRZ entities."

DOCUMENTS INCORPORATED BY REFERENCE
This Offering Circular should be read and construed in conjunction with:
· the audited consolidated financial statements of the Swiss Re Group as of and for the year ended 31
December 2021, with comparatives as of and for the year ended 31 December 2020, and as of and for
the year ended 31 December 2022, with comparatives as of and for the year ended 31 December 2021,
which were prepared in accordance with U.S. GAAP (as defined below) and were audited by our
independent auditor for such periods, and including the auditor's reports on the audited consolidated
financial statements of the Swiss Re Group for the years ended 31 December 2021 and 2022 (the "Swiss
Re Group Audited Annual Financial Statements"), which can be found on pages 198 to 308 of
Swiss Re's 2021 Financial Report and pages 188 to 299 of Swiss Re's 2022 Financial Report,
respectively;
· the audited statutory accounts of SRL as of and for the year ended 31 December 2021, with
comparatives as of and for the year ended 31 December 2020, and as of and for the year ended 31
December 2022, with comparatives as of and for the year ended 31 December 2021, which were
prepared in accordance with the requirements of Swiss law and SRL's articles of association ("SRL's
Articles of Association"), and including the auditor's reports on the audited statutory accounts of SRL
for the years ended 31 December 2021 and 2022 (the "SRL Audited Statutory Accounts"), which
audited statutory accounts can be found on pages 312 to 328 of Swiss Re's 2021 Financial Report and
pages 300 to 315 of Swiss Re's 2022 Financial Report, respectively;
· the audited consolidated financial statements of the SRZ Group as of and for the year ended 31
December 2021, with comparatives as of and for the year ended 31 December 2020, and as of and for
the year ended 31 December 2022, with comparatives as of and for the year ended 31 December 2021,
which were prepared in accordance with U.S. GAAP and were audited by our independent auditor for
such periods, and including the auditor's reports on the audited consolidated financial statements of the
SRZ Group for the years ended 31 December 2021 and 2022 (the "SRZ Group Audited Annual
Financial Statements"), which can be found on pages 2 to 108 of SRZ's 2021 Annual Report and
pages 2 to 102 of SRZ's 2022 Annual Report, respectively. The audited consolidated financial
statements of the SRZ Group as of and for the year ended 31 December 2021 reflect the Legal Entity
Realignment and the comparatives for 2020 have been restated accordingly;
· the audited statutory accounts of SRZ as of and for the year ended 31 December 2021, with
comparatives as of and for the year ended 31 December 2020, and as of and for the year ended 31
December 2022, with comparatives as of and for the year ended 31 December 2021, which were
prepared in accordance with the requirements of Swiss law and SRZ's articles of association ("SRZ's
Articles of Association"), and including the auditor's reports on the audited statutory accounts of SRZ
for the years ended 31 December 2021 and 2022 (the "SRZ Audited Statutory Accounts") which
audited statutory accounts can be found on pages 109 to 139 of SRZ's 2021 Annual Report and pages
103 to 132 of SRZ's 2022 Annual Report, respectively; and
· the audited financial statements (including the auditor's report on such audited financial statements) of
each of the Issuers (other than SRL and SRZ) as of and for the year ended 31 December 2021, with
comparatives as of and for the year ended 31 December 2020 and, as of and for the year ended 31
December 2022, with comparatives as of and for the year ended 31 December 2021,
(together, the "Financial Statements") each of which are incorporated by reference into, and form part of,
this Offering Circular. These documents are available at www.swissre.com.
No other information included in the reports referred to above or other information contained on the website
of the Swiss Re Group, or on any other website, is incorporated herein by reference.
This Offering Circular should also be read and construed in conjunction with:
· each applicable Pricing Supplement;
· the most recently publicly available audited annual financial statements and any interim financial
statements (whether audited or unaudited) published subsequently to such annual financial statements,
if any, of the Issuers, the SRZ Group and the Swiss Re Group from time to time; and

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· all amendments and supplements to this Offering Circular circulated by the Issuers and the Guarantors
from time to time in accordance with the undertaking described below given by them in the Amended
and Restated Programme Agreement dated 27 April 2023 (as amended, supplemented and/or restated
from time to time) (the "Programme Agreement") (see "Supplemental Offering Circular" below),
which shall be deemed to be incorporated in, and to form part of, this Offering Circular and which shall be
deemed to modify or supersede the contents of this Offering Circular to the extent that a statement contained
in any such document is inconsistent with such contents (together with the Financial Statements, the
"Relevant Information").
The Issuers and the Guarantors will provide, without charge, to each Dealer a copy of any or all of the
documents deemed to be incorporated herein by reference upon request unless such documents have been
modified or superseded as specified above. In addition, such documents will be available, free of charge,
at the principal office in Luxembourg of the Listing Agent while any Note issued under the Programme is
outstanding and listed on the Luxembourg Stock Exchange or the principal office in Switzerland of the
Swiss Paying Agent (as defined in the "Form of Pricing Supplement for the Senior Notes" and "Form of
Pricing Supplement for the Subordinated Notes"), while any Note issued under the Programme is
outstanding and listed on the SIX Swiss Exchange.
AVAILABLE INFORMATION UNDER RULE 144A
Each of SRL and SRZ has agreed that, for so long as any Notes issued or guaranteed by it are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, it will during any period in which
it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act 1934 (the "Exchange Act"),
nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner
of such restricted securities or to any prospective purchaser of such restricted securities designated by such
holder or beneficial owner upon the request of such holder, beneficial owner or prospective purchaser, the
information required to be provided by Rule 144A(d)(4) under the Securities Act. SRL is not a reporting
company under Section 13 or Section 15(d) of the Exchange Act and is exempt from reporting under Rule
12g3-2(b) of the Exchange Act; and SRZ is neither a reporting company under Section 13 or Section 15(d)
of the Exchange Act nor exempt from reporting under Rule 12g3-2(b) of the Exchange Act. Any such
request for information should be directed to SRL or SRZ, as applicable, at its office set out at the end of
this Offering Circular.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The financial statements included or incorporated by reference in this Offering Circular have been prepared
and presented as follows:
Swiss Re Group Audited Annual
Generally accepted accounting principles in the United States
Financial Statements ...................... ("U.S. GAAP")
Statutory accounts of SRL ..............
Requirements of Swiss law and SRL's Articles of Association
SRZ Group Audited Annual
U.S. GAAP
Financial Statements ......................
Statutory accounts of SRZ ..............
Requirements of Swiss law and SRZ's Articles of Association
Financial information of SRTUS ...
U.S. GAAP
Financial information of SRFUK...
UK GAAP FRS 102
Financial information of SRFL ......
Luxembourg legal and regulatory requirements

Differences exist among the accounting principles and requirements relating to the preparation of financial
statements under Swiss law, Luxembourg law, the laws of England and Wales and U.S. GAAP that might
be material to the financial information in this Offering Circular. No attempt has been made in this Offering
Circular to identify or quantify the impact of those differences.
We publish full consolidated unaudited interim half-year financial statements for the Swiss Re Group and
SRZ Group but do not publish full consolidated unaudited interim financial statements for the first and third
quarters. In lieu of full consolidated interim financial statements for the first and third quarters, SRL

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