Group structure and shareholders
Group structure | Swiss Life Holding is a public limited company incorporated under Swiss law with its registered office in Zurich. It was established in 2002 and has been listed on the SWX Swiss Exchange since 19 November of that year. Swiss Life Holding brings together all the Swiss Life Group companies and activities under a single holding company umbrella. The holding company structure makes it easier to effect investments, enter into partnerships or cooperation agreements and execute capital market transactions. Transparency is also improved by separating the interests of shareholders from those of policyholders.
The most important companies falling within the Group’s scope of consolidation are presented in the Financial Statements (note 39) (cf. also the section “Important Changes after the Balance Sheet Date”). The organisational structure of the Group mirrors the company’s main areas of business. The resulting allocation of functional responsibilities is reflected in the division of responsibilities in the Corporate Executive Board and can be seen in the market units. With regard to the insurance business, each country has one person with market responsibility who is also responsible for the results.
Shareholders | In connection with the amendment to the Ordinance of the Federal Banking Commission on Stock Exchanges and Securities Trading (SESTO-SFBC), Swiss Life Holding reported on 5 July 2007 that it held 1 392 797 Swiss Life Holding shares and options on 326 653 Swiss Life Holding shares, either directly or indirectly through its Group companies and employer-sponsored foundations. This corresponded to a 5.04% share of the voting rights of Swiss Life Holding. The voting rights are held by Swiss Life Holding, General-Guisan-Quai 40, 8002 Zurich, Swiss Life Insurance and Pension Company, General-Guisan-Quai 40, 8002 Zurich; Banca del Gottardo, viale Franscini 8, 6900 Lugano; Welfare Foundation for the Swiss Life Insurance and Pension Company’s Internal Services at its Head Office in Zurich, c/o Swiss Life Insurance and Pension Company, General-Guisan-Quai 40, 8002 Zurich; Welfare Foundation for the Swiss Life Insurance and Pension Company’s External Sales staff in Switzerland, c/o Swiss Life Insurance and Pension Company, General-Guisan-Quai 40, 8002 Zurich; and Welfare Foundation for Internal Services and External Sales staff in Switzerland, c/o Swiss Life Insurance and Pension Company, General-Guisan-Quai 40, 8002 Zurich.
FMR LLC, with its main address at 82 Devonshire Street, Boston, MA 02109, USA, reported on various occasions in the period under review that it had exceeded or fallen short of the limits stipulated by the stock exchange law. FMR LLC is the parent company of Fidelity Management & Research Company, an investment manager for US investment funds, and of Fidelity Management Trust Company, a bank licensed to operate in the USA, which manages various pension savings accounts and fiduciary deposits in its role as fiduciary or investment manager. On 25 July 2007, FMR LLC reported that it and its direct and indirect subsidiaries held a total of 5.00% (1 689 510 registered shares) of the voting rights of Swiss Life Holding at that time. On 29 August 2007, FMR LLC reported that on this date it and its direct and indirect subsidiaries held a total of 4.97% (1 677 390 registered shares) of the voting rights of Swiss Life Holding. On 4 December 2007, FMR LLC reported, in compliance with the new notification limit of 3% applicable since 1 December 2007, that on this date it and its direct and indirect subsidiaries held a total of 4.54% (1 532 680 registered shares) of the voting rights of Swiss Life Holding.
Fidelity International Limited, with its main address at Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, disclosed on 4 December 2007 that it and its direct and indirect subsidiaries held 3.38% of the voting rights of Swiss Life Holding through various asset management accounts. Fidelity International Limited is a fund management company offering investment advisory and investment management services to various investment companies and funds outside the US, as well as to institutional investors.
Also in connection with the new reporting regulations in force since 1 December 2007, Banque Cantonale Vaudoise, Place St-François 14, 1003 Lausanne, informed Swiss Life Holding on 7 December 2007 that it held a total of 1 378 046 purchase positions (247 333 registered shares of Swiss Life Holding, 536 185 long calls and 594 528 short puts on Swiss Life Holding shares) as at 3 December 2007 corresponding to 4.08% of the voting rights of Swiss Life Holding. On this date Banque Cantonale Vaudoise also held 2 022 212 sales positions (999 858 short calls and 1 030 354 long puts) on Swiss Life Holding shares, which was the equivalent of 5.99% of the voting rights of Swiss Life Holding recorded in the commercial register at this time. In a second notification received on 28 December 2007, Banque Cantonale Vaudoise informed the company that its sales positions (trading book) on Swiss Life Holding shares had again fallen below the 5% threshold on 21 December 2007 due to the maturity of derivatives traded on the Eurex. At this point in time Banque Cantonale Vaudoise held 1 324 113 sales positions (619 387 short calls and 704 726 long puts on Swiss Life Holding shares), which corresponded to 3.92% of the voting rights of Swiss Life Holding. Furthermore Banque Cantonale Vaudoise was still in possession of 787 443 purchase positions (281 280 registered shares of Swiss Life Holding, 127 318 long calls and 378 845 short puts on Swiss Life Holding shares), which was the equivalent of 2.33% of the voting rights.
Swiss Life Holding is not aware of any other shareholders whose stake on the balance sheet date (31 December 2007) either directly or indirectly exceeded the reportable threshold of 3% of the registered shares issued.
No cross participations exceeding the 3% threshold exist between Swiss Life Holding or its subsidiaries and other listed companies.
Shareholder structure | On the balance sheet date a total of 190 956 shareholders and nominees were listed in the Swiss Life share register, of which about 4900 were institutional shareholders. Taken together, the shareholders entered in the share register held around 56% of the shares issued. Around half of these shares were owned by shareholders domiciled in Switzerland; over one quarter of the registered shares were in private hands.
A table showing the shareholder structure is provided in the section “Information on Share Performance”.
