26 Equity

Share capital

As approved by the shareholders at the General Meeting of Swiss Life Holding (SLH) on 7 May 2009, a reduction in the par value of CHF 5 per registered SLH share was effected in 2009 (2008: CHF 17 per registered share). The payout took place on 27 July 2009 and led to a reduction in the share capital of SLH of CHF 160 million (2008: CHF 596 million).

The General Meeting of Shareholders of 7 May 2009 also authorised the Board of Directors to cancel the 3 003 500 SLH shares bought back through a second trading line as part of the share buyback programme. The reduction in share capital due to the share cancellation amounted to CHF 51 million.

In 2009, no convertible bonds were converted into SLH shares (2008: 124 115 SLH shares with a corresponding increase in share capital totalling CHF 3 million).

As at 31 December 2009, the share capital of SLH consisted of 32 081 054 fully-paid shares with a par value of CHF 12 each . In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of own shares or shares they represent. As at 31 December 2008, SLH had 35 084 554 registered shares with a par value of CHF 17 per share. Conditional share capital was CHF 28 312 632 as at 31 December 2009 (2008: CHF 40 109 562).

Share premium

Share premium comprises additional paid-in capital in excess of the par value (net of transaction costs), gains/losses on own equity instruments, equity compensation benefits and equity elements of convertible debt.

Due to the reduction in the par value of CHF 5 per registered SLH share in 2009 (2008: CHF 17 per registered SLH share), an amount of CHF 1 million was credited to share premium in respect of treasury shares (2008: CHF 49 million).

The reduction in share premium due to the cancellation of the SLH shares bought back through a second trading line amounted to CHF 635 million

In 2009, no convertible bonds were converted into SLH shares (2008: 124 115 SLH shares with a corresponding increase in share premium totalling CHF 20 million).

Number of shares

The following table shows the development of SLH shares issued and treasury shares held by the Swiss Life Group during the period:

Number of shares 
  20092008
 
Shares issued
 
Balance as at 1 January
  35 084 55434 960 439
Conversion of convertible debt
  124 115
Cancellation of treasury shares
  –3 003 500
Balance as at end of period
  32 081 05435 084 554
 
Treasury shares
 
Balance as at 1 January
  4 619 4662 153 802
Purchases of treasury shares
  1 965 0333 083 540
Sales of treasury shares
  –3 348 841–576 630
Cancellation of treasury shares
  –3 003 500
Disposals of subsidiaries
  –41 246
Balance as at end of period
  232 1584 619 466


Foreign currency translation differences

Foreign currency translation differences comprise the resulting differences arising on the translation of assets, liabilities, income and expenses of Group entities denominated in foreign currencies into Swiss francs.

Gains/losses recognised directly in equity

Gains/losses recognised directly in equity comprise fair value changes of available-for-sale investments, revaluation surpluses on the transfer of owner-occupied property to investment property and the effective portion of the gain or loss on hedging derivatives in qualifying cash flow hedges. These amounts are net of certain policyholder bonuses and other policyholder liabilities and deferred acquisition costs, deferred income taxes and non-controlling interests.

Amounts recognised directly in equity for the year 2009
In CHF million 
  Gains/losses recognised directly in equity


Notes 
Foreign currency
translation
differences

Financial assets
available for sale

Cash flow
hedges


Other


Total
Net balance as at 1 January
  –195–89–356–445
Gains/losses arising during the period
  –221 6891 689
Share of gains/losses of associates
15  00
Gains/losses transferred to the income statement
8  –321241–80
Effects of
 
policyholder participation
  –933–54–987
shadow accounting
  12–76–64
income tax
  3–125–28–153
disposals of subsidiaries
  1
foreign currency translation differences
  –1–1
non-controlling interests
  –3000
Net balance as at end of period
  –216232–273–41


Amounts recognised directly in equity for the year 2008
In CHF million 
  Gains/losses recognised directly in equity


Notes 
Foreign currency
translation
differences

Financial assets
available for sale

Cash flow
hedges


Other


Total
Net balance as at 1 January
  123–747–62–809
Gains/losses arising during the period
  –320–3 727–3 727
Revaluation surplus on owner-occupied property transferred to investment property
16  88
Share of gains/losses of associates
15  00
Reclassification of financial assets available for sale
  1 159–1 159
Gains/losses transferred to the income statement
8  3 800803 880
Changes from discontinued operations
  –40–40
Effects of
 
policyholder participation
  –133449316
shadow accounting
  –245110–135
income tax
  –204125–79
disposals of subsidiaries
  –7131131
foreign currency translation differences
  77
non-controlling interests
  9123
Net balance as at end of period
  –195–89–356–445


Retained earnings

Retained earnings comprise accumulated retained earnings of the Group entities which have not been distributed to the shareholders. The distribution of profit is subject to restrictions in the various jurisdictions where the Group entities are located.

The Group’s insurance subsidiaries are subject to regulatory restrictions on the amount of dividends, cash loans and advances which can be remitted to the Group. Certain foreign jurisdictions have restrictions that allow the payment of dividends but may cause a delay in their remittance. Dividends payable are not accrued until they have been ratified at the General Meeting.

 
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