Disposal

6 December 2019

ReAssure Group plc

Swiss Re agrees to sell ReAssure to Phoenix Group

·; Transaction values ReAssure at GBP 3.25 billion

·; Swiss Re to receive GBP 1.2 billion cash payment and shares in Phoenix representing a 13% to 17% stake, depending on Phoenix's share price at closing of the sale

Swiss Re announced today an agreement to sell its subsidiary ReAssure Group plc to Phoenix Group Holdings plc. As part of the agreement, which values ReAssure at GBP 3.25 billion, Swiss Re will receive a cash payment of GBP 1.2 billion, shares in Phoenix representing a 13% to 17% stake and be entitled to a seat on its Board of Directors. ReAssure's minority shareholder, MS&AD Insurance Group Holdings Inc, will receive shares in Phoenix representing a 11% to 15% stake. The respective number of shares Swiss Re and MS&AD receive will depend on Phoenix's share price at closing of the sale, while the total shareholding of both companies is fixed at approximately 28%.

ReAssure Group plc

ReAssure is a leading closed book life insurance consolidator in the UK. The group focuses exclusively on the acquisition and management of closed book life insurance policies, with a mission to secure and improve customer outcomes for its policyholders.

Forward looking statements

This announcement may contain certain forward-looking statements, including as to plans, goals, trends and expectations relating to future financial condition, performance and results, which describe ReAssure's current expectations of future events based on certain assumptions, and include any statement that does not directly relate to a historical fact or current fact. By their nature, forward-looking statements involve uncertainty and unknown risks because they relate to future events and circumstances which are beyond ReAssure's control, including, among others, UK domestic and global economic and business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory and governmental authorities, the impact of competition, the timing impact of these events and other uncertainties of future acquisitions or combinations within relevant industries. As a result, the group's actual future condition, performance and results may differ materially from the plans, goals and expectations set out in these forward-looking statements and persons reading this announcement should not place undue reliance on forward-looking statements. These forward-looking statements are made only as at the date on which such statements are made and ReAssure does not undertake to update or revise forward-looking statements contained in this announcement or any other forward-looking statement it may make.

Further information

Swiss Re Media Relations +41 43 285 7171