SCOR announces the launch of a cash tender offer and its intention to issue new subordinated notes

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SCOR SE (the “Company”) announces the launch of a cash tender offer (the “Tender Offer”) to purchase its EUR 250,000,000 Fixed to Reset Rate Subordinated Notes due 5 June 2047 (ISIN: FR0012770063), issued on 5 June 2015, with a first call date on 5 June 2027 (of which EUR 250,000,000 are currently outstanding) (the “2047 Notes”) and its EUR 500,000,000 Fixed to Reset Rate Subordinated Notes due 27 May 2048 (ISIN: FR0013179314), issued on 27 May 2016, with a first call date on 27 May 2028 (of which EUR 500,000,000 are currently outstanding) (the “2048 Notes” and, together with the 2047 Notes, the “Existing Notes”). The Existing Notes are admitted to trading on the regulated market of the Luxembourg Stock Exchange.

Simultaneously, the Company announces its intention to issue, subject to market conditions, new Euro-Fixed to Floating Rate Subordinated Notes, eligible as Tier 2 regulatory capital under Solvency II (the “New Notes”). The net proceeds of the issue of the New Notes will be used for general corporate purposes of the Group, including to finance the Tender Offer.

The Tender Offer is conditional upon the successful completion, in the Company’s sole determination, of the issue of the New Notes, and is capped at a maximum acceptance amount equal to the aggregate principal amount of the New Notes, such amount being subject to the right of the Company to increase or decrease it at its sole and absolute discretion.

In addition, pursuant to the Tender Offer, any and all of the 2047 Notes shall be accepted in priority and, subsequently, the Company intends to accept the 2048 Notes up to a maximum acceptance amount equal to the difference between (i) the aggregate principal amount of the New Notes and (ii) the aggregate principal amount of the 2047 Notes validly tendered and accepted for purchase by the Company, such amount being subject to the right of the Company to increase or decrease it at its sole and absolute discretion.

A mechanism of priority allocation in the New Notes may be applied, at the sole and absolute discretion of the Company, for holders of the Existing Notes who participate in the Tender Offer and wish to subscribe for the New Notes.

The Tender Offer will begin on 27 May 2026 and will end on 3 June 2026 at 4:00 p.m. (Paris time). The results of the Tender Offer will be announced as soon as reasonably practicable after the expiration of the Tender Offer.

The terms and conditions of the Tender Offer are further described in the Tender Offer Memorandum dated 27 May 2026.

The Tender Offer and the intended issuance of the New Notes are part of the Company's proactive management of its financing structure.

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