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Swiss Re's performance Gerhard Lohmann, CFO Reinsurance KBW European Financials Conference, 16 September 2015

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Page 1: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

Swiss Re's performance

Gerhard Lohmann, CFO ReinsuranceKBW European Financials Conference, 16 September 2015

Page 2: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Today's agenda

Introduction to Swiss Re

P&C Reinsurance price adequacy

L&H Reinsurance performance

Capital management

Conclusion and Q&A

2

Page 3: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Leadership through geographic and product diversification

Net premiums earned1 2014 (USD 31.3bn)

… and by business segment:

Swiss Re benefits from geographic as well as business mix diversification and has the ability to reallocate capital to achieve profitable growth

Europe Asia(incl. Middle East /Africa)

36% 25%

12.2 11.3 7.8

by region (in USD bn)

Americas

39%

P&C Re50%

L&H Re36%

Corporate Solutions

11%

Admin Re®3%

1 Includes fee income from policyholders; does not reflect the exposure to HGMs through Principal Investments (PI)2 Based on additional pro rata net premiums from PI including FWD Group (12.3%), New China Life (4.9%) and SulAmérica (14.9%)

of whichHGMs incl. PI2: ~5% ~ 4% ~ 18% ≈27%

3

Page 4: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

On track to meet our 2011-2015 Group financial targets

ENW per share available on bi-annual basis, to be reported with Q3 2015 results1 EPS CAGR of 10% has been adjusted to 5% for 2015 to account for the distribution of excess capital through the special dividend of USD 1.1bn in April 2015.

Methodology is in line with the approach taken for the special dividend of USD 1.6bn paid in April 2014 and USD 1.5bn paid in April 20132 Assumes constant foreign exchange rate3 Excl. CPCI

Delivering the 2011-2015 financial targets remains Swiss Re's top priority

3

6.67.7

11.913.0

10.2

6.69.2

2010 2011 2012 2013 2014 H12015

2015E

in USD2

= reported EPS

= EPS @10% avg. annual growth (base: 2010), adjusted for special dividends1

EPS 10% average annual growth rate, adjusted for special dividends1

7.3 8.0 8.4 8.8

4.6

3

ROE 700 bps above risk free average over 5 years (2011-2015)

9.2 9.6

13.4 13.7

10.5

13.5

2010 2011 2012 2013 2014 H12015

avg. 2011-2015E

in %

= reported ROE

= 700 bps above US Gov 5 years

8.5 7.8 8.2 8.6 8.5

4

Page 5: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Today's agenda

Introduction to Swiss Re

P&C Reinsurance price adequacy

L&H Reinsurance performance

Capital management

Conclusion and Q&A

5

Page 6: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Pricing drivers Impact Comments

Low interest rates Improve P&C underwriting discipline

Regulatory changesGreater recognition of risk mitigating tools under risk-based and economic solvency frameworks

Natural catastrophes No globally significant nat cats have occurred recently

Reserve releasesFurther reserve releases could weaken underwriting discipline

Low inflationTypically means low loss trends which is good for current markets, but it creates further reserve releases

Industry capitalisation

Excess capacity and alternative capital entering the industry and increasing price pressure

Key drivers of P&C reinsurance pricing are mostly adding downward pressure

6

Page 7: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Key competencies driving Swiss Re's competitive advantage in underwriting

Portfolio steering

Hedging R&D Innovation, large and structured transactions

>150 Years

Capitalstrength

In an inefficient market, skilled portfolio steering

Our retro and hedging team

Re/insurance is a knowledge business

Focus on tailored and large lines

Superior balancesheets and >150 years of history

creates extraeconomic value

exploits price differences between re/insurance and capital markets

markets are intransparent

R&D provides competitive advantage in riskselection

requires economies of scale

with better economics than open market placements

requires highly developed structuring and UW expertise

are valued by clients

give preferential access to long tail business

7

Page 8: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

YTD 2015 renewals (January – July)Treaty portfolio volume

Up for renewalYTD 2015

Estimatedoutcome

USD 13.8bnUSD 12.8bn

• Volume growth in July through successful implementation of our large and tailored transactions and Regionals & Nationals (R&N) client segment strategies

• Despite a challenging pricing environment, our actions have allowed us to maintain a YTD risk adjusted price quality of 105%2

1 January and April 2015 numbers have been restated with current fx rates. April growth is larger than previously reported due to late notified large deals2 Swiss Re's risk adjusted price quality provides an economic view on price quality, ie includes rate and exposure changes, claims inflation and interest rates

January 2015 treaty renewals1

April 2015 treaty renewals1

July 2015 treaty renewals

Up for renewal1 Jan 2015

Estimatedoutcome

USD 8.8bn USD 8.7bn

-1%

Up for renewal1 Apr 2015

Estimatedoutcome

Up for renewal1 Jul 2015

Estimatedoutcome

USD 1.4bnUSD 1.7bn

+21%

USD 2.6bnUSD 3.4bn

+31%

+8%

Price quality remains attractive following July renewals

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Page 9: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Swiss Re's non-life underwriting outperformance over the longer term

Underwriting profit = GAAP premiums earned - claims and claims adjustment expenses - acquisition costs - other expenses Top 8 reinsurers include: Swiss Re, Munich Re, Hannover Re, PartnerRe, SCOR, General Re, Everest Re, Transatlantic Re/AlleghanySource: Swiss Re Economic Research and Consulting

• Average premium share of 24%

• Average profit share of 41%

-20.0%

-10.0%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

60.0%

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015H1

Premiums U/W profit (turquois = loss)

Swiss Re’s P&C premium and underwriting profit share vs top reinsurers

In 2011, the u/w result was highly negative for the industry due to extraordinary natural cat losses the low share in the u/w loss is therefore positive for Swiss Re

9

Page 10: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Today's agenda

Introduction to Swiss Re

P&C Reinsurance price adequacy

L&H Reinsurance performance

Capital management

Conclusion and Q&A

10

Page 11: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Cession Rates US Life Individual business

• Introduction of preferred risk underwriting

– Led to the availability of cheaper products, and thereby anti-selective lapse

• High cession rates

– Led to poor alignment of interests and significant underwriting exceptions

• Aggressive sales to the over 65s

– In the late 1990s and early 2000s, partly due to changes facilitating stranger owned life insurance (STOLI)

• Industry pricing based on out of date mortality tables and risk classifications

US Individual Life business issues caused by industry wide market practices in the 1990s/early 2000s

Cession Rates US Life Individual business

Introduction of preferred non smoker

NAIC viatical settlements act

Super preferred

Start of aggressive sales to the over 65s

Preferred Industry study available

0%

10%

20%

30%

40%

50%

60%

70%

0907050395 97 110199

5

3

2

1

1

2

3

4

5

4

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Page 12: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Life & Health Reinsurance management actions are progressing as expected

Liability management(pre-2004 US book)

Capital management

Asset management

Management action Implementation

Actively manage recaptured pre-2004 YRT

Actively manage pre-2004 US PLT policies

Extraction of excess capital

Deleveraging of our balance sheet

Accelerated shift of the asset allocation towards L&H Re's revised mid-term plan

New business

Growing the well performing business, e.g. transactions and health

2012 2013 2014 2015E

Action fully scoped

Positive US GAAP impact from actionNegative US GAAP impact from action Benefit fully realised

Overall impact

Action ongoing

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Page 13: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Operating margin%

L&H Reinsurance performance remains on track

ROE:16.6%

ROE:14.0%

2014 2015

• Margins improved for both Life and Health lines of business

• Lower losses on post-level term and beneficial impact from YRT management actions taken in 2014

7.1%(H1: 8.6%)

11.0%(H1: 10.3%)

Premiums earned and feesUSD m

Q2Q1

H1

1 On an equity base as at 30 June 2013 of USD 5.5bn

2 672 2 692

2 895 2 628

5 567 5 320

64

27748

218

112

495

2014 2015

• At constant fx rates premium and fees are stable in all regions

• Successful new business, particularly in EMEA, offset the premium decrease following the 2014 client recaptures of pre-2004 US YRT business

2014 2015

• Q2 2015 net income benefited from improved operating results, net realised gains and lower interest charges

• Underlying ROE remains well within the 10-12% range1

• L&H Re remains on track to achieve its 2015 ROE target1

Net incomeUSD m

13

Page 14: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Today's agenda

Introduction to Swiss Re

P&C Reinsurance price adequacy

L&H Reinsurance performance

Capital management

Conclusion and Q&A

14

Page 15: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Strong flow of internal and external dividends since the introduction of Swiss Re's Business Unit structure in 2012

1 Distribution to shareholders of approx USD 10.6bn includes approx USD 2.6bn dividends paid end of April 2015 and up to CHF 1.0bn for the public share buy-back2 Dividend flows from January 2012 to June 2015

Swiss Re's capital management priorities

• Maximise financial flexibility and ensure superior capitalisation strength at all times

• Maintain the regular dividend, and grow it with long-term earnings

• Grow business where it meets our strategy and profitability requirements

Corporate Solutions

USD 3.0bn2USD 8.0bn2

Reinsurance

USD 1.4bn2

Swiss Re Ltd

P&C L&H

USD 2.2bn2

Admin Re®

USD 10.6bn1

distribution to

shareholders

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Page 16: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

• A target SST capital ratio is defined for each Business Unit

– Target capital for Business units equals the minimum capital required to meet respectability risk tolerance criteria

• A target capital range is defined for each Legal Entity of the Group

– Target capital always reflects a level above required regulatory capital, accounting for the volatility of regulatory capital and other external constraints

Capital is managed at both the Business Unit and legal entity level

• Excess capital above Target Capital typically paid as dividend to Group pre-AGM

Target setting

• Dividend forecasting to pay out above SST target

• Agree target dividend as part of planning process

Year 1

Perfor-mance

Pay dividend

• Deliver against approved plans

• Monitor sensitivities to tolerated range

• Pay dividend to Group as agreed

• SST needs to be within tolerated range

Year 2:

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Page 17: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

The risk tolerance represents the amount of risk Swiss Re is willing to accept within the constraints imposed by its capital and liquidity resources, its strategy, its risk appetite, and the regulatory and rating agency environment. It is based on the following objectives: • Maintain capital and liquidity that are sufficiently attractive from a client perspective, and that meet regulatory

requirements and expectations ("respectability criteria")• Be able to continue to operate following an extreme loss event ("extreme loss criteria"):

Swiss Re's risk tolerance framework is the basis forcapital management, risk steering and limit setting

After an extreme loss event (99% shortfall)

able to meet

Extreme loss criteria

Group

Rating > AARespectability criteria

Liquidity

• Level reflects regulatory and client expectations

• To have sufficient capital to be in a position to continue to write new business, for all major entities.

• Sufficient liquidity to fund subsidiary recapitalizations where needed and cover committed requirements in the year following the stress loss.

Capital criteria Liquidity criteria

Assuring both sets of constraints determines the additional funding required to be held at the SRL level as well as the basis for external dividend proposals.

Swiss Solvency Test > 100%

Swiss Solvency Test > 185%

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Page 18: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Group SST 1/2015 reflects underlying business mix along with further decline in interest rates, the implementation of Swiss Re's enhanced L&H model and projected capital actions

40.5 38.5 40.7 48.7 52.2 52.615.0 18.5 19.1 19.8 21.6 23.6

269%

208% 213%

245% 241%223%

0%

50%

100%

150%

200%

250%

300%

0

10

20

30

40

50

60

70

SST 1/2010 1/2011 1/2012 1/2013 1/2014 1/2015

SST risk-bearingcapital

SST target capital SST ratioUSD bn; %

Group capitalisation remains very strong under Swiss Solvency Test (SST)

1 SST 1/2015 as filed with FINMA at the end of April 2015, consolidated Group view; impact of October 2013 CHF 175m subordinated contingent write-off securities not reflected in SST 1/2015

1

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Page 19: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Risk capital targete.g. SST,

Solvency II

1Economic capital requirements according to risk tolerance are funded by equity and equity-like capital instruments

2 Shareholder dilution in distress should be minimized

3Equity-like capital must be eligible in distress (under all relevant capital metrics)

Liquidity target4 Incremental funding requirements are funded by debt

5 Debt maturities should minimise roll-over risk

External constraints 6The resulting funding structure needs to be acceptable to key stakeholders

Increase the return on equity within a given risk tolerance framework

Risk tolerance provides the basis for equity and equity-like capital instruments

Additional ''non-economic'' forms of funding requirements should be funded by debt-like instruments

Incr

ease

RoE

Funding principles

Achieve risk tolerance

Respect external constraints

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Page 20: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Swiss Re is well on track to implement the target capital structure by 2016

Letters of credit

Senior

Subordinated

• Letter of Credit (LoC) capacity reduction since YE2012 of USD 2.4bn

• Reduction of USD 4.7bn in Reinsurance• Issuance of GBP 550m revolving credit facility in Admin Re®

improving financial flexibility and returns while maintaining leverage & coverage

• First Corporate Solutions subordinated debt issuance of USD 500m

• Reinsurance subordinated debt reduction yet to come

Contingent capital

Not yet realized Significant progress or fully realized Overall reduction

GroupRe-

insuranceCorporate Solutions

Admin Re®

> USD 4bn

• In 2013, Issuance of CHF 175m and USD 750m dated subordinated contingent write-off instruments with an SST & insurance trigger and SST trigger respectively

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Page 21: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

17.5

27.6 30.729.0 33.9

37.2 38.4

5.2

5.55.4

3.6

5.46.5 6.6

16.3

16.4 16.3

10.7

9.57.0 5.4

12.7

13.813.6

11.38.5 6.7 6.5

56%48%

45%40%

31%24%

21%23%

17% 15%11% 14% 15% 15%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

2008 2009 2010 2011 2012 2013 2014

Core capital Total hybrid incl. contingent capitalSenior debt LOCSenior leverage plus LOC ratio Subordinated leverage ratio

USD bn

Senior leverage plus LOC and subordinated leverage ratios within target range

4 5

1

2 3

Senior leverage plus LOC ratio target range: 15-25%

Subordinated leverage ratio target range: 15-20%

1 Core capital of Swiss Re Group is defined as economic net worth (ENW) 4 Senior debt plus LOCs divided by total capital2 Senior debt excluding non-recourse positions 5 Subordinated debt divided by sum of subordinated debt and ENW 3 Unsecured LOC capacity and related instruments (usage is lower) Note: 2009 and prior have been translated from CHF using respective year end fx rates

Swiss Re's capital structure has evolved to reduce the cost of capital and optimise financial flexibility

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Page 22: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Today's agenda

Introduction to Swiss Re

P&C Reinsurance price adequacy

L&H Reinsurance performance

Capital management

Conclusion and Q&A

22

Page 23: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Conclusion

• Swiss Re benefits from geographic and business mix diversification

• Differentiation and underwriting outperformance is of critical importance in current P&C environment. Swiss Re has outperformed in the past and will continue to do so

• Decisive action has been taken and Life & Health Re is on track to achieve its ROE target for 2015

• Swiss Re remains committed to maintaining a strong capital position whilst deploying capital towards profitable growth and creating shareholder value - delivering on our 2011-2015 financial targets remains Swiss Re's top priority

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Page 24: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015 24

Page 25: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Investor Relations contacts

Hotline E-mail+41 43 285 4444 [email protected]

Philippe Brahin Ross Walker Chris Menth +41 43 285 7212 +41 43 285 2243 +41 43 285 3878

Simone Lieberherr Iunia Rauch-Chisacof+41 43 285 4190 +41 43 285 7844

Corporate calendar & contacts

Corporate calendar

201529 October Third Quarter 2015 Results Conference call8 December Investors' Day Rüschlikon

201623 February Annual Results 2015 Conference call16 March Publication of Annual Report 2015 and EVM 201522 April 152nd Annual General Meeting Zurich

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Page 26: Swiss Re's performance - Swiss Re Group | Swiss Reand Regionals & Nationals (R&N) client segment strategies • Despite a challenging pricing environment, our actions have allowed

KBW European Financials Conference | London | 16 September 2015

Certain statements and illustrations contained herein are forward-looking. These statements (including as to plans objectives, targets and trends) and illustrations provide 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.Forward-looking statements typically are identified by words or phrases such as “anticipate“, “assume“, “believe“, “continue“, “estimate“, “expect“, “foresee“, “intend“, “may increase“ and “may fluctuate“ and similar expressions or by future or conditional verbs such as “will“, “should“, “would“ and “could“. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause Swiss Re’s actual results of operations, financial condition, solvency ratios, liquidity position or prospects to be materially different from any future results of operations, financial condition, solvency ratios, liquidity position or prospects expressed or implied by such statements or cause Swiss Re to not achieve its published targets. Such factors include, among others:

• further instability affecting the global financial system and developments related thereto;

• deterioration in global economic conditions;• Swiss Re’s ability to maintain sufficient liquidity and access to capital markets,

including sufficient liquidity to cover potential recapture of reinsurance agreements, early calls of debt or debt-like arrangements and collateral calls due to actual or perceived deterioration of Swiss Re’s financial strength or otherwise;

• the effect of market conditions, including the global equity and credit markets, and the level and volatility of equity prices, interest rates, credit spreads, currency values and other market indices, on Swiss Re’s investment assets;

• changes in Swiss Re’s investment result as a result of changes in its investment policy or the changed composition of its investment assets, and the impact of the timing of any such changes relative to changes in market conditions;

• uncertainties in valuing credit default swaps and other credit-related instruments;• possible inability to realise amounts on sales of securities on Swiss Re’s balance

sheet equivalent to their mark-to-market values recorded for accounting purposes;• the outcome of tax audits, the ability to realise tax loss carryforwards and the

ability to realise deferred tax assets (including by reason of the mix of earnings in a jurisdiction or deemed change of control), which could negatively impact future earnings;

• the possibility that Swiss Re’s hedging arrangements may not be effective;• the lowering or loss of one of the financial strength or other ratings of one or more

Swiss Re companies, and developments adversely affecting Swiss Re’s ability to achieve improved ratings;

• the cyclicality of the reinsurance industry;• uncertainties in estimating reserves;• uncertainties in estimating future claims for purposes of financial reporting,

particularly with respect to large natural catastrophes, as significant uncertainties may be involved in estimating losses from such events and preliminary estimates may be subject to change as new information becomes available;

• the frequency, severity and development of insured claim events;• acts of terrorism and acts of war;• mortality, morbidity and longevity experience;• policy renewal and lapse rates;• extraordinary events affecting Swiss Re’s clients and other counterparties,

such as bankruptcies, liquidations and other credit-related events;• current, pending and future legislation and regulation affecting Swiss Re or its

ceding companies, and the interpretation of legislation or regulations by regulators;

• legal actions or regulatory investigations or actions, including those in respect of industry requirements or business conduct rules of general applicability;

• changes in accounting standards;• significant investments, acquisitions or dispositions, and any delays,

unexpected costs or other issues experienced in connection with any such transactions;

• changing levels of competition; and• operational factors, including the efficacy of risk management and other

internal procedures in managing the foregoing risks.

These factors are not exhaustive. Swiss Re operates in a continually changing environment and new risks emerge continually. Readers are cautioned not to place undue reliance on forward-looking statements. Swiss Re undertakes no obligation to publicly revise or update any forward-looking statements, whether as a result of new information, future events or otherwise.This communication is not intended to be a recommendation to buy, sell or hold securities and does not constitute an offer for the sale of, or the solicitation of an offer to buy, securities in any jurisdiction, including the United States. Any such offer will only be made by means of a prospectus or offering memorandum, and in compliance with applicable securities laws.

Cautionary note on forward-looking statements

26