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Capital structure
Capital and changes in capital The capital structure of Swiss Life Holding was as follows on the balance sheet date:
The Swiss Life Holding General Meeting of Shareholders on 18 November 2002 approved the creation of conditional capital of no more than CHF 270992600 through the issuance of a maximum number of 5419852 registered shares to be paid in full, each with a par value of CHF 50. Such capital is at the disposal of the holders of conversion or option rights granted by the company or companies belonging to the Group in connection with existing and new loan debentures or similar bonds issued by Swiss Life Holding and companies belonging to the Group. The shareholders are excluded from subscription rights, however their advance subscription rights remain safeguarded. The Board of Directors sets the terms of conversion and option conditions. In December 2002, Swiss Life Holding completed an ordinary capital increase of CHF 541985200, divided into 10839704 registered shares of CHF 50 par value each, in which existing shareholders were granted negotiable subscription rights for each share. As a result, the share capital increased to CHF 1083970400, divided into 21679408 registered shares. Also in December 2002, pursuant to the issue of MCS I (2002–2005) mandatory convertible securities, 1768535 registered shares with a par value of CHF 50 per share were created from the conditional capital. As a result, the ordinary share capital rose by CHF 88426750 from CHF 1083970400 to CHF 1172397150, divided into 23447943 registered shares. The conditional capital thus decreased to CHF 182565850 or 3651137 registered shares. At the end of 2003, Swiss Life Holding simiplified its shareholder structure by reducing the minority shareholdings in its Swiss Life/Rentenanstalt subsidiary, following the 2002 conversion of Swiss Life/Rentenanstalt shares into Swiss Life Holding shares, to just under 0.2%. The company issued the MSC II (2003–2004) mandatory convertible securities so as to be able to conduct the transaction as efficiently as possible. In conjunction with the issue of MCS II (2003–2004) mandatory convertible securities, on 30 December 2003 a further 1586098 registered shares, each with a CHF 50 par value, were issued from conditional capital. Ordinary share capital thus expanded by CHF 79304900 to CHF 1251702050, divided into 25034041 fully paid registered shares of CHF 50 par value each, while conditional capital fell to CHF 103260950 or 2065219 registered shares. During the year under review, at the Annual General Meeting of Shareholders on 18 May 2004, authorised capital of CHF 417234000 was created and the Board of Directors was authorised to increase the share capital by the issue of a maximum of 8344680 fully paid registered shares at a par value of CHF 50 each, at the latest by 18 May 2006. At the same Annual General Meeting, the shareholders decided to increase the existing conditional capital by CHF 100000000, or 2000000 registered shares at a par value of CHF 50 each, to CHF 203260950 divided into 4065219 registered shares with a par value of CHF 50 each. On 2 June 2004, the Board of Directors decided to increase the ordinary share capital out of the authorised capital by CHF 417234000 to CHF 1668936050, divided into 33378721 registered shares at a par value of CHF 50 each, thus reducing the authorised capital to nil. In conjunction with the adjustments of the conversion rate of the MCS I (2002–2005) and MCS II (2003–2004) mandatory convertible securities, which were required following capital dilution as a result of the capital increase, 397078 registered shares at a par value of CHF 50 each were created from conditional capital on 30 June 2004. The ordinary share capital consequently increased to CHF 1688789950, divided into 33775799 registered shares at a par value of CHF 50 each, while conditional capital decreased by CHF 19853900 to CHF 183407050, divided into 3668141 registered shares at a par value of CHF 50 each. Due to the partial conversion of the convertible securities (2004–2010), between the issuance in the year under review of the convertible securities (2004–2010) and the balance sheet date, another 19 registered shares in all were created from conditional capital. Shares On the balance sheet date, 33775818 fully paid Swiss Life Holding registered shares with a par value of CHF 50 each were outstanding. Each share conveys an entitlement to one vote at the General Meeting of Shareholders. Information on the restriction on voting rights to 10% of the total share capital as laid down in the Articles of Association can be found in the section on shareholders’ participation rights on page 46. No other kind of shares exist with either increased or restricted voting rights, privileged or restricted voting rights, privileged dividend entitlement or other preferential rights. Likewise, there are no other equity[i] securities. No registration restrictions apply to Swiss Life Holding shares.
Limitations on transferability and nominee registrations Swiss Life Holding shares are not subject to any limitations on transferability. According to the Articles of Association, resolutions for the introduction, amendment or repeal of restrictions on transferability must be put before the General Meeting of Shareholders and must be approved by at least both two-thirds of the voting shares represented and an absolute majority of the share par value represented. Swiss and foreign banks, securities brokers and companies acting on their behalf, with shares of Swiss Life Holding held in their custody for the account of the beneficial owners, may be registered as nominees. Professional asset[i] managers may also be registered if, in a fiduciary capacity, they have deposited shares of Swiss Life Holding for the account of third parties with Swiss or foreign banks or securities brokers in their own name. Nominees are required to be subject to banking or financial market supervision. A request must be filed to register as a nominee. The voting rights of nominees are restricted to 10% of the share capital, whereby nominees who are connected with regard to capital or voting rights under uniform management or contractual agreement will be counted as a single shareholder. The Board of Directors may approve exceptions to these restrictions on registration, observing the principle of free decision-making based upon a due assessment of the circumstances. No such exceptions were granted during the period under review Convertible bonds and options Two mandatory convertible securities remained outstanding on the balance sheet date: the MCS I (2002–2005) issue of December 2002 by Swiss Life Cayman Finance Ltd. for CHF 250000000 and the (2004–2010) issue of June 2004 by Swiss Life Holding for CHF 317000000. The specific conditions attached to these convertible securities as well as further details can be found in note 31 to the Financial Statements and in the issue prospectuses of 9 December 2002 and 8 June 2004, respectively. The MCS II (2003–2004) mandatory convertible securities issued by Swiss Life Cayman Finance Ltd. expired on 30 December 2004. Information on options granted by Swiss Life Holding or by Group companies on rights to participate in Swiss Life Holding under equity[i] compensation plans for employees can be found in note 26 to the Financial Statements. More Information
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