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 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 shows the key business markets and areas. 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 2010 is shown in Chapter «Capital Structure».

SHAREHOLDERS — Shareholdings in companies that are domiciled in Switzerland and have their shares listed in Switzerland must be reported to the company in question and the SIX Swiss Exchange if the shareholdings exceed, fall below or reach certain thresholds. The relevant thresholds are 3, 5, 10, 15, 20, 25, 331/3, 50 and 662/3% of the voting rights. Details are set out in the Federal Act on Stock Exchanges and Securities Trading (SESTA) and Stock Exchange Ordinance-FINMA (SESTO-FINMA).

The relevant disclosures of significant shareholdings can be found on the publication platform of the SIX Swiss Exchange’s disclosure office at www.six-exchange-regulation.com, “Obligations” area, “Disclosure of Shareholdings” section and “Significant Shareholders” subsection (www.six-exchange-regulation.com/obligations/disclosure/major_shareholders_en.html).

The latest disclosures of shareholdings on the balance sheet date, which exceed the disclosure threshold, are shown below. In accordance with the disclosure requirements, the percentage figures given relate to the share capital/number of outstanding shares pursuant to the Articles of Association applicable at the time of the relevant disclosure.

Dodge & Cox, 555 California Street, 40th Floor, San Francisco, CA 94104, USA, reported 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 December 2008, that he and his two sons, Marcel Jo Maschmeyer and Maurice Jean Maschmeyer, as well as the asset management firms CM Vermögensverwaltung GmbH & Co. KG and CM Vermögensverwaltungs-Geschäftsführungs GmbH, held a total of 2 174 616 purchase positions, corresponding at the time 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. details on share ownership as at 31 December 2010 of currently serving Board of Directors and Corporate Executive Board members).

Talanx AG, Riethorst 2, 30659 Hanover, Germany, reported in a publication of 20 May 2009, that one of its groups held 2 987 988 shares of Swiss Life Holding, equivalent on that day to 8.52% of the voting rights. The group consists 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.

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, 1-8-3 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.

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 188 603 shareholders and nominees were listed in the Swiss Life Holding share register, of which about 4500 were institutional shareholders. Taken together, the shareholders entered in the share register held around 55% of the shares issued. Around half of these shares were owned by shareholders domiciled in Switzerland. Around one third 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.