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Bär & Karrer Ltd.

BRANDSCHENKESTRASSE 90, 8027 ZÜRICH, SWITZERLAND
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Work +41 58 261 50 00
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www.baerkarrer.ch
Geneva, Lugano, Zug, Zurich

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Bär & Karrer Advised Swiss Re in the Offering of USD 500 Million Senior Exchangeable Notes with Iss

June 2018

Swiss Re Ltd (Swiss Re) has completed an offering of USD 500 million, 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re or may be exchanged at the option of noteholders for registered shares of Swiss Re, unless Swiss Re elects to settle the exchange of notes in cash. Swiss Re has purchased call options on its own shares, which allow it to settle an exchange by noteholders without issuing new shares.

As is customary for international offerings of debt securities by Swiss (re-)insurers, Swiss Re issued notes to, and which are held by, a repackaging vehicle, in this case ELM B.V. (or a nominee acting on its behalf). ELM B.V. issued its own 6-year exchangeable notes secured by the notes issued by Swiss Re.

Barclays Bank PLC, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Merrill Lynch International and UBS Limited acted as joint lead managers.

Bär & Karrer advised Swiss Re in this transaction. The team included Thomas U. Reutter, Roland Truffer and Daniel Raun (all Capital Markets).

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Legal Developments in Switzerland

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