Reinsurance Group of America Announces Expiration of Tender Offer for Its Outstanding 6.20% Fixed-to-Floating Rate Subordinated Debentures

Reinsurance Group of America, Incorporated (NYSE: RGA) (the “Company”) announced today that the previously announced cash tender offer (the “Offer”) by the Company for any and all of its outstanding 6.20% Fixed-to-Floating Rate Subordinated Debentures due 2042 (the “Debentures”), expired yesterday, September 22, 2022 at 5:00 p.m., New York City Time (the “Expiration Time”). The tender offer was made on the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 15, 2022 (the “Offer to Purchase”), the Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”), and the Letter of Transmittal dated as of September 15, 2022 (the “Letter of Transmittal”). The Offer to Purchase, the Notice of Guaranteed Delivery, and the Letter of Transmittal are referred to together as the “Offer Documents.”

According to information provided by D.F. King & Co., Inc., the tender agent and information agent for the Offer, $151,048,375, or 37.76%, of the $400,000,000 aggregate principal amount of the Debentures had been validly tendered and delivered (and not validly withdrawn) in the Offer at or prior to the Expiration Time. In addition, $311,875 aggregate principal amount of Debentures remains subject to guaranteed delivery procedures. Payment for the Debentures purchased pursuant to the Offer is intended to be made on or around September 23, 2022 (the “Payment Date”), and payment for the Debentures tendered pursuant to a Notice of Guaranteed Delivery and purchased pursuant to the Offer is intended to be made on or around September 27, 2022 (the “Guaranteed Delivery Payment Date”).

As previously announced, the applicable “Tender Offer Consideration” will be $25.20 for each $25 principal amount of Debentures, plus accrued and unpaid interest to, but not including, the Payment Date, payable on the Payment Date or the Guaranteed Delivery Payment Date, as applicable. For avoidance of doubt, interest on the Debentures ceased to accrue on the Payment Date for all Debentures accepted in the Offer, including those tendered pursuant to the guaranteed delivery procedures. The Offer will be funded from the net proceeds from the previously announced sale by the Company of its 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 which will be completed on September 23, 2022.