Group structure and shareholders

GROUP STRUCTURE — The public limited company Swiss Life Holding was established in 2002 and is incorporated under Swiss law. Its registered office is located in Zurich and it has been listed on the SIX Swiss Exchange since 19 November 2002. Swiss Life Holding brings together all the Swiss Life Group companies and activities under a single holding company. 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 Consolidated Financial Statements (Note 38). Information on the listing on the SIX Swiss Exchange and market capitalisation can be found in the Business Review. The organisational structure of the Group is geared to the main functions of its business. The resulting operational responsibilities are reflected in the allocation of responsibilities among the Corporate Executive Board. With regard to insurance operations, one person with responsibility for the market and results is assigned to each specific area.

The operational management structure as at 31 December 2009 is shown in Chapter «Capital Structure».

SHAREHOLDERS — Barclays Plc, 1 Churchill Place, London E14 5HP, England, informed in the publication of 12 February 2008 that at that time it held, directly or indirectly, 1 474 185 registered shares of Swiss Life Holding, corresponding to 4.22% of the voting rights. These shares were held by the following subsidiaries of Barclays Plc: Barclays Global Fund Advisors, 45 Fremont Street, San Francisco, California 94105-2204; Barclays Global Investors Ltd, 1 Churchill Place, London E14 5HP; Barclays Bank Plc, 1 Churchill Place, London E14 5HP; Barclays Global Investors NA, 45 Fremont Street, San Francisco, California 94105-2204; Barclays Global Investors Japan Ltd, Ebisu Prime Square Tower, 1-1-39 Hiroo, Shibuya-KU, Tokyo 150 8402; Barclays Global Investors (Deutschland) AG, Apianstrasse 6, 85774 Unterföhring; Barclays Global Investors Canada Ltd, BCE Place, 161 Bay Street, Suite 2500, Box 614, Toronto, Ontario M5J 2S1; Barclays Bank (Schweiz) AG, Rue d’Italie 8-10, 1211 Geneva; Barclays Life Assurance Co Ltd, 1 Churchill Place, London E14 5HP.

Dodge & Cox, 555 California Street, 40th Floor, San Francisco, CA 94104, USA, informed in the publication of 6 March 2008 that it held through the Dodge & Cox International Stock Fund 1 645 000 registered shares or 4.71% of the voting rights of Swiss Life Holding.

Carsten Maschmeyer, Hanebuthwinkel 17, 30655 Hanover, Germany, reported in the publication of 23 October 2008, that he and his two sons, Marcel Jo Maschmeyer and Maurice Jean Maschmeyer, held a total of 1 216 211.60 purchase positions of Swiss Life Holding, which was equivalent to 3.48% of the voting rights (1 051 045 registered shares, corresponding to 3.01% of the voting rights). The same group disclosed in a publication of 24 November 2008 that it had since accumulated a total of 1 833 547 purchase positions, corresponding to a 5.24% share in the voting rights (1 603 547 of which were registered shares, corresponding to 4.59% of the voting rights). In the publication of 17December 2008 the group disclosed that it held 2 114 616 purchase positions, corresponding to 6.05% of the voting rights (1 884 616 of which were registered shares of Swiss Life Holding, corresponding to 5.39% of the voting rights). In a publication released on 23 December 2008, Carsten Maschmeyer reported that the group had been extended to include the asset management firms CM Vermögensverwaltung GmbH & Co. KG and CM Vermögensverwaltungs-Geschäftsführungs GmbH. At that time the extended group held 2 174 616 purchase positions, corresponding to a 6.22% share of the voting rights: 1 944 616 registered shares of Swiss Life Holding (5.56% of the voting rights), in addition to 80 000 short puts (corresponding to 0.23% of the voting rights) and 150 000 discount certificates (corresponding to 0.43%) on the shares of Swiss Life Holding (cf. also details on share ownership as at 31.12.2009 of currently serving Board of Director and Corporate Executive Board members).

Swiss Life Holding Ltd, General-Guisan-Quai 40, 8002 Zurich, Switzerland, reported in a publication of 28 August 2009 that its stake of registered shares had fallen below the reportable threshold of 3% due to the cancellation of the proprietary shares repurchased under the share buyback programme. Until this date the shares were held by: Swiss Life Holding Ltd, General-Guisan-Quai 40, 8002 Zurich; Swiss Life Ltd, General-Guisan-Quai 40, 8002 Zurich; Welfare Foundation for Swiss Life Ltd’s Internal Services; Welfare Foundation for Swiss Life Ltd’s Sales Force; Welfare Foundation for Swiss Life Ltd’s Internal Services and Sales Force in Switzerland, all c/o Swiss Life Ltd, General-Guisan-Quai 40, 8002 Zurich.

Deutsche Bank AG, Theodor-Heuss-Allee 70, 60486 Frankfurt, Germany, informed in a publication of 7 February 2009 that a group consisting of Deutsche Investment Management Americas Inc., 345 Park Avenue, New York; Deutsche Bank Trust Company Americas, 60 Wall Street, New York; Deutsche Asset Management (Japan) Limited, 2-11-1 Sanno Park Tower, Nagatacho, Chiyoda-ku, Tokyo; Deutsche Asset Management Investmentgesellschaft mbH, Mainzer Landstr. 178-190, 60327 Frankfurt and Deutsche Bank AG Frankfurt, Theodor- Heuss-Allee 70, 60486 Frankfurt, held a total of 1 909 687 purchase positions of Swiss Life Holding, corresponding to 5.46% of the voting rights (326 891 of which were registered shares, corresponding to 0.93%). This group also held 946 309 sales positions, corresponding to 2.71% of the voting rights of Swiss Life Holding. In its publication of 11 March 2009, Deutsche Bank announced that the group had been extended to include DWS Investment S.A. Luxembourg, 2 Boulevard Konrad Adenauer, 1115 Luxembourg. Together the group held a total of 2 246 666 purchase positions, corresponding to 6.43% of the voting rights (195 743 of which were registered shares of Swiss Life Holding, corresponding to 0.56% of the voting rights). The group also held 1 241 594 sales positions on Swiss Life Holding shares, corresponding to 3.55% of the voting rights. In the course of the year, the group reported at various times that the holding had fallen below or exceeded the reportable threshold of 3%: Publication of 26 June 2009 (3.86% purchase positions and 5.4% sales positions), publication of 19 September 2009 (5.08% purchase positions and 7.3% sales positions) and publication of 24 September 2009 (4.06% purchase positions and 5.99% sales positions). Finally, on 6 November 2009 the group disclosed that its participation had fallen below the 3% reportable threshold.

Credit Suisse Group Ltd, Paradeplatz 8, P.O. Box, 8070 Zurich, Switzerland, informed in the publication of 28 March 2009 that it held, directly or indirectly, through Clariden Leu Holding Ltd., Bahnhofstrasse 32, 8001 Zurich, Credit Suisse (International) Holding AG, Bahnhofstrasse 17, 6300 Zug, Credit Suisse Life (Bermuda) Ltd., Argyle House, 41 A, Cedar Avenue, Hamilton HM 12, Credit Suisse, Paradeplatz 8, P.O. Box, 8070 Zurich, and Credit Suisse International, One Cabot Square, London E14 4QJ, a total of 5.382% purchase positions (1 364 934 of which were registered shares of Swiss Life Holding, corresponding to 3.89% of the voting rights) and 2.124% sales positions. In a publication of 1 April 2009 the group informed that its holding had fallen below the 3% reportable threshold.

Talanx AG, Riethorst 2, 30659 Hanover, Germany, reported in a publication of 1 April 2009, that together with HDI Haftpflichtverband der Deutschen Industrie V.a.G. (HDI V.a.G.), Riethorst 2, 30659 Hanover, it held 2 069 988 registered shares of Swiss Life Holding, equivalent to 5.9% of the voting rights. In a publication of 20 May 2009, Talanx AG reported a change in the group’s composition. The group at that time newly consisted of: AmpegaGerling Investment GmbH, Hohenzollernring 72, 50672 Cologne, Talanx AG, Riethorst 2, 30659 Hanover and Talanx Beteiligungs-GmbH & Co. KG, Riethorst 2, 30659 Hanover. Talanx Beteiligungs-GmbH & Co. KG is managed by the beneficial owner (HDI V.a.G.) as follows: The limited partner is Talanx AG, Riethorst 2, 30659 Hanover. As the sole shareholder, Talanx AG is the beneficial owner (HDI V.a.G.). The general partner is Hannover Beteiligungsgesellschaft mbH, Riethorst 2, 30659 Hanover. Talanx AG is the sole partner of Hannover Beteiligungsgesellschaft m.b.H. AmpegaGerling Investment GmbH is managed by the beneficial owner as follows: 94.9% is controlled by AmpegaGerling Asset Management GmbH, Hohenzollernring 72, 50672 Cologne (Talanx AG is AmpegaGerling Asset Management GmbH’s sole partner) and 5.1% by Alstertor Erste Beteiligungs- und Investitionssteuerungs-GmbH & Co. KG, Hamburg. Alstertor Erste Beteiligungs- und Investitionssteuerungs-GmbH & Co. KG’s sole limited partner is Talanx AG. On the publication date the group held 2 987 988 Swiss Life Holding shares, corresponding to 8.52% of the voting rights.

Axa Group, 25 Avenue Matignon, 75008 Paris, France, disclosed in the publication of 16 December 2009 that the group consisting of AXA Rosenberg Investment Management Ltd., 9a Devonshire Square, London EC2M4YY, AXA Rosenberg Group LLC, 4 Orinda Way, Orinda, California 94563, AXA Equitable Life Insurance Company, 1290 Avenue of the Americas, New York, NY 10019, AXA Investment Managers Paris S.A., 100 Esplanade du Général de Gaulle, 922932 Paris La Défense Cedex, AXA Investment Managers S.A., 100 Esplanade du Général de Gaulle, 922932 Paris La Défense Cedex, AXA Financial Inc., 1290 Avenue of the Americas, New York, NY 10019, AXA IM Rose Inc., One Fawcett Place, Greenwich 05830, AXA Equitable Financial Services, LLC, 1290 Avenue of the Americas, New York, NY 10019, AXA Rosenberg Investment Management LLC, 4 Orinda Way, Orinda, California 94563, Equitable Holdings LLC, 1290 Avenue of the Americas, New York, NY 10019, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, NY 10105, AXA S.A, 25 Avenue Matignon, 75008 Paris, AllianceBernstein Corporation, 1345 Avenue of the Americas, New York, NY 10105, held a total of 990 013 shares in Swiss Life Holding, corresponding to 3.09% of the voting rights. The parent company is AXA S.A. The shares are actually held by the three asset management companies AXA Investment Managers Paris S.A., AXA Rosenberg Investment Management Ltd. and AllianceBernstein L.P. They are attributed to the parent company through the following structures: 1) AllianceBernstein L.P. is controlled by AllianceBernstein Corporation, which is controlled by Equitable Holdings LLC, which is controlled by AXA Equitable Life Insurance Company, which, in turn, is controlled by AXA Equitable Financial Services LLC, and this company, in turn, is controlled by AXA Financial Inc. AXA Financial Inc. is held by AXA S.A. 2) AXA Rosenberg Investment Management Ltd. is controlled by AXA Rosenberg Investment Management LLC, which is controlled by AXA Rosenberg Group LLC, which, in turn, is controlled by AXA IM Rose Inc. AXA IM Rose Inc. is held by AXA Investment Managers S.A., which, in turn, is held by AXA S.A. 3) AXA Investment Managers Paris S.A. is controlled by AXA Investment Managers S.A., which, in turn, is held by AXA S.A. On 22 December 2009 the group reported that its holding had fallen below the 3% reportable threshold.

BlackRock, Inc., 40 East 52nd Street, New York 10022, USA reported in a publication of 9 January 2010 that a group consisting of BlackRock Asset Management Japan Limited, Marunouchi Trust Tower Main, -8-3 Marunouchi, Chiyoda-ku, Tokyo 100-8217, BlackRock Advisors UK Ltd, Murray House, 1 Royal Mint Court, London EC3N 4HH, BlackRock Investment Management (UK) Ltd., 33 King William Street, London EC4R 9AS, BlackRock International Ltd., 40 Torphichen Street, Edinburgh EH3 8JB, BlackRock Investment Management (Australia) Limited, Level 43, Grosvenor Place, 225 George Street, Sydney NSW 2000, BlackRock Fund Managers Ltd., 33 King William Street, London EC4R 9AS, BlackRock Investment Management LLC, 800 Scudders Mill Road, Plainsboro NJ 08536, BlackRock Financial Management Inc., 40 East 52nd Street, New York NY 10022, BlackRock Asset Management Australia Limited, Level 43, Grovesnor Place, 225 George Street Sydney NSW 2000, BlackRock Fund Advisors, 400 Howard Street, San Francisco, CA 94105, BlackRock Institutional Trust Company, N.A., 400 Howard Street, San Francisco, CA 94105-2618, BlackRock Investment Management (Dublin) Ltd., First Floor, Fitzwilton House, Wilton Place, Dublin 2 and BlackRock Asset Management Canada Limited, 161 Bay Street, Suite 2500, Toronto, Ontario M5J 2S1, held a total of 1 190 832 shares and 775 other purchase positions of Swiss Life Holding, corresponding to 3.71% of the voting rights.

Swiss Life Holding is not aware of any other shareholders whose stake on the balance sheet date (31 December 2009) 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.

The detailed notifications of significant shareholders pursuant to Art. 20 of the Stock Exchange Act can be found on the website of the SIX Swiss Exchange’s disclosure office at www.six-swiss-exchange.com,“ Admission/Issuers” area, “Being Public” section, “Disclosure of Shareholdings” subsection (www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html).

SHAREHOLDER STRUCTURE — On the balance sheet date a total of 194 867 shareholders and nominees were listed in the Swiss Life Holding share register, of which about 4800 were institutional shareholders. Taken together, the shareholders entered in the share register held around 56% of the shares issued. More than half of these shares were owned by shareholders domiciled in Switzerland. Around 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 and Historical Comparison” in the Business Review.

 
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