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 37). 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 2011 is shown on the Corporate Executive Board.

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 94101, USA, reported in the publication of 6 March 2008 that it held through the Dodge & Cox International Stock Fund 1 645 000 registered shares, corresponding at the time to a 4.71% share of the voting rights of Swiss Life Holding. No disclosure reports were received from Dodge & Cox in the year under review.

Talanx AG, Riethorst 2, 30659 Hanover, Germany, reported in the publication of 23 February 2011 regarding a change in the composition of the Group subject to reporting requirements that it held 2 974 688 shares of Swiss Life Holding, equivalent to 9.27% of the voting rights. The group consists of: Talanx Beteiligungs-GmbH & Co. KG, Riethorst 2, 30659 Hanover and AmpegaGerling Investment GmbH, Charles-de-Gaulle-Platz 1, 50679 Cologne. Talanx Beteiligungs-GmbH & Co. KG is managed by the beneficial owner (HDI Haftpflichtverband der Deutschen Industrie V.a.G, Riethorst 2, 30659 Hanover) as follows: The limited partner is Talanx AG, Riethorst 2, 30659 Hanover. The sole shareholder of Talanx AG is the beneficial owner (HDI V.a.G.). The general partner is Gerling Beteiligungsgesellschaft mbH, Charles-de-Gaulle-Platz 1, 50679 Cologne. Talanx AG is Gerling Beteiligungsgesellschaft mbH’s sole partner. AmpegaGerling Investment GmbH is managed by the beneficial owner as follows: 94.9% is controlled by AmpegaGerling Asset Management GmbH, Charles-de-Gaulle-Platz 1, 50679 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’s sole limited partner is Talanx AG.

Letko Brosseau and AssociatesInc., 1800 McGill College Avenue, Montreal, QC H3A 3J6 Canada, reported in the publication of 10 March 2011 that it held through managed accounts 967104 shares of Swiss Life Holding, corresponding to a 3.01% share of the voting rights. In the publication of 19 April 2011, Letko reported a new holding of 956 604 shares, equivalent to a 2.98% share of the voting rights.

BlackRock Inc., 40 East 52nd Street, New York 10022, USA reported in a publication of 26 October 2011 that a group consisting of BlackRock Asset Management Japan Limited, Marunouchi Trust Tower Main, 1-8-3 Marunouchi, Chiyodaku, 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 962 364 shares and 2808 other purchase positions of Swiss Life Holding, corresponding to 3.01% of the voting rights. In addition BlackRock held 411 sales positions, corresponding to 0.001% of the voting rights.

Carsten Maschmeyer, Hanebuthwinkel 17, 30655 Hanover, Germany, reported in the publication of 13 December 2011 that the Group subject to disclosure requirements consisting of Carsten Maschmeyer, 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, had been expanded to include MM Familien KG, because of the transferral by Group members of some of their Swiss Life Holding shares to MM Familien KG. At the same time he reported that his shareholding had fallen below the disclosure threshold of 3%.

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 183 277 shareholders and nominees were listed in the Swiss Life Holding share register, of which about 4200 were institutional shareholders. Taken together, the shareholders entered in the share register held around 50% of the shares issued. Over 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.

 

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