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 section “Share Performance and Historical Comparison” on page 250. 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 2012 is shown on page 42.

In the context of the new Group-wide programme “Swiss Life 2015”, which was announced at the Swiss Life Group’s Investors’ Day on 28 November 2012 (see www.swisslife.com/investorsday2012), the management structure was adapted in such a way that, also with reference to Switzerland and Germany, all production and distribution organisations in each market will be managed under one roof from 2013 following the joining together of Swiss Life and AWD. As a result, as of 1 January 2013, AWD is no longer a separate division. The adapted management structure is also shown on page 42.

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, 33⅓, 50 and 66⅔% 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/index_en.html, “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 4.71% of the voting rights of Swiss Life Holding. No new disclosure reports have been received from Dodge & Cox.

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. No disclosure reports were received from Talanx in the year under review.

BlackRock Inc., 40 East 52nd Street, New York 10022, USA, reported various instances when shareholdings exceeded or fell below the three per cent threshold during the year under review. These were published on 28 March, 22 May, 27 September, 3 October, 2 November and lastly on 13 December 2012. In its final disclosure for the year under review of 13 December 2012, BlackRock reported that a group consisting of BlackRock Asset Management Australia Limited, Level 43, 225 George Street, Sydney, Australia, BlackRock Investment Management (Australia) Limited, Level 18, 120 Collins Street, Melbourne VIC 3000, Australia, BlackRock Japan Co., Ltd., 24F, Sapia Tower, 1-7-12, Marunouchi, Chiyoda-ku, Tokyo 100-0005, Japan, BlackRock Institutional Trust Company, National Association, 400 Howard Street, San Francisco CA 94105, USA, BlackRock Fund Advisors, 400 Howard Street, San Francisco CA 94105, USA, BlackRock Asset Management Canada Limited, 161 Bay Street, Suite 2500, Toronto, Ontario M5J 2S1, Canada, BlackRock Financial Management, Inc., 40 East 52nd Street, New York NY 10055, USA, BlackRock Investment Management, LLC, 1 University Square Drive, Princeton NJ 08540, USA, BlackRock Asset Management Deutschland AG, Max-Joseph-Strasse 6, 80333 Munich, Germany, BlackRock Fund Managers Limited, 12 Throgmorton Avenue, London EC2N 2DL, United Kingdom, BlackRock Investment Management (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL, United Kingdom, BlackRock Advisors, LLC, 100 Bellevue Parkway, Wilmington DE 19808, USA, BlackRock (Netherlands) B.V., Rembrandt Tower, 17th Floor, Amstelplein, Amsterdam, Netherlands, BlackRock Asset Management Ireland Limited, International Financial Services Centre, Dublin 1, Ireland, Blackrock Advisors (UK) Limited, 12 Throgmorton Avenue, London EC2N 2DL, United Kingdom, BlackRock Life Limited, 12 Throgmorton Avenue, London EC2N 2DL, United Kingdom, BlackRock Investments Canada Inc., 2500, 450 1st Street SW, Calgary, AB T2P 5H1 Canada, BlackRock International Limited, 12 Throgmorton Avenue, London EC2N 2DL, United Kingdom, and BlackRock (Luxembourg) S.A., 6D, Route de Trèves, Senningerberg, L-2633 Luxembourg, held a total of 991 959 shares of Swiss Life Holding, corresponding to 3.09% of the voting rights.

Credit Suisse Funds AG, Kalandergasse 4, 8045 Zurich, Switzerland, reported in a publication of 5 December 2012 that it held 971 877 shares of Swiss Life Holding, equivalent to 3.029% of the voting rights and subsequently in a publication of 8 December 2012 that its shareholding had again fallen below the disclosure threshold of 3%.

No cross participations exceeding the three per cent threshold exist between Swiss Life Holding or its subsidiaries and other listed companies.

SHAREHOLDER STRUCTURE
On the balance sheet date a total of 178 688 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 54% 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 “Share Performance and Historical Comparison” on page 251.

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