On 9 February 2012, Swiss Reinsurance Company Ltd (Issuer) successfully completed the issuance and placement of CHF 320,000,000 perpetual subordinated notes with stock settlement (Notes). Under the terms and conditions (Conditions) of the Notes, the Issuer may initiate a stock settlement procedure which combines a write-down of the principal amount of the Notes with the conversion into registered shares of Swiss Re Ltd (Shares), the SIX Swiss Exchange listed holding company of the Swiss Re group. The Conditions provide for an at-market stock settlement, which may be initiated at any time, as well as a stock settlement following the occurrence of a solvency event (which includes the failure to comply with the applicable minimum solvency margin), in which case the conversion of the Notes into Shares is based on a floor price. The Notes qualify as upper additional capital pursuant to the Insurance Supervision Ordinance.

Reference: CapLaw-2012-8