Significant shareholders and shareholder structure

Under the Swiss Federal Act on Stock Exchanges and Securities Trading (SESTA), anyone holding shares in a company listed on the SIX Swiss Exchange is required to notify the company and the SIX Swiss Exchange if its direct or indirect holding reaches, falls below or exceeds the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% or 66⅔% of the voting rights pursuant to the entry into the commercial register, whether or not the voting rights can be exercised. Notifications must also include financial instruments, regardless of whether cash or physically settled, constituting a purchase or a sale position. Since 1 January 2016, this provision has been transferred from SESTA to the Swiss Financial Markets Infrastructure Act (FMIA)*. Upon receipt of such notifications, the company is required to inform the public by publishing within two trading days the notification on the electronic platform of the SIX Swiss Exchange. The following table provides a summary of the current disclosure notifications of major shareholders holding more than 3% of the voting rights:

Significant shareholders

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Shareholder¹

Number of shares

% of voting rights and share capital

Creation of the obligation to notify

In the context of Swiss Reinsurance Company Ltd’s issuance of Perpetual Subordinated Capital Instruments in 2012 with a face value of USD 750 million with a stock settlement in registered shares of Swiss Re Ltd, Aquarius + Investments plc (“Aquarius”) reported in compliance with SESTA and the Ordinance of the Swiss Financial Market Supervisory Authority on Stock Exchanges and Securities Trading (Stock Exchange Ordinance – FINMA, SESTO-FINMA) a disclosable purchase and a sales position, each corresponding to 6.32% of the voting rights. Aquarius does not hold any registered shares of Swiss Re Ltd.

BlackRock, Inc. reported on 6 May 2015 that it holds directly and indirectly through a number of its Group companies, in the capacity of investment manager for funds and clients 18 300 365 registered shares of Swiss Re Ltd, and contracts for difference conferring a total of 78 229 voting rights in Swiss Re. BlackRock, Inc.’s reported holding as of 30 April 2015 was 18 378 594 voting rights, corresponding to 4.96% of the voting rights which can be exercised autonomously of the beneficial owners.

BlackRock, Inc.

18 300 365²

4.96

30 April 2015

In addition, Swiss Re Ltd and Group companies held, as of 31 December 2015, directly and indirectly, 32 967 226 shares, which includes 4 420 000 shares repurchased under the public share buy-back programme Swiss Re launched on 12 November 2015. This represents 8.9% of voting rights and share capital. Neither Swiss Re Ltd nor the Group companies can exercise the voting rights of these shares.

All notifications received in 2015 are published at http://www.swissre.com/investors/shares/disclosure_of_shareholdings/

* According to Article 120 (1) FMIA anyone who directly or indirectly or acting in concert with third parties acquires or disposes shares or acquisition or sale rights relating to shares of a company with its registered office in Switzerland whose equity securities are listed in whole or in part in Switzerland, or of a company with its registered office abroad whose equity securities are mainly listed in whole or in part in Switzerland, and thereby reaches, falls below or exceeds the thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 33⅓%, 50% or 66⅔% of the voting rights, whether exercisable or not, must notify this to the company and to the stock exchanges on which the equity securities are listed. According to Article 120 (3) FMIA, anyone who has the discretionary power to exercise the voting rights associated with equity securities in accordance with Article 120 (1) FMIA is also subject to the notification. The person or group is obliged to make a notification in writing to the company (issuer) and the stock exchange no later than four trading days after the creation of the obligation to notify (conclusion of a contract).

Registered shareholders by type

as of 31 December 2015

Registered shareholdings by country

as of 31 December 2015

Shareholder structure

Registered — unregistered shares

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As of 31 December 2015

in %

¹	Without Swiss Re’s holdings.

Registered shares¹

203 670 968

54.9

Unregistered shares¹

134 068 737

36.2

Shares held by Swiss Re

28 547 226

7.7

Share Buy-back Programme

4 420 000

1.2

Total shares issued

370 706 931

100.0

Registered shares with voting rights by shareholder type

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As of 31 December 2015	Shareholders	in %	Shares	in %
Individual shareholders	75 988	88.0	56 221 386	27.6
Swiss Re employees	6 327	7.3	7 977 396	3.9
Total individual shareholders	82 315	95.3	64 198 782	31.5
Institutional shareholders	4 062	4.7	139 472 186	68.5
Total	86 377	100.0	203 670 968	100.0

Registered shares with voting rights by country

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As of 31 December 2015	Shareholders	in %	Shares	in %
Switzerland	75 149	87.0	103 670 976	50.9
United Kingdom	1 189	1.4	36 892 810	18.1
USA	1 391	1.6	28 952 661	14.2
Other	8 648	10.0	34 154 521	16.8
Total	86 377	100.0	203 670 968	100.0

Registered shares with voting rights by size of holding

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As of 31 December 2015	Shareholders	in %	Shares	in %
Holdings of 1–2 000 shares	79 745	92.3	31 865 894	15.7
Holdings of 2 001–200 000 shares	6 543	7.6	60 732 944	29.8
Holdings of > 200 000 shares	89	0.1	111 072 130	54.5
Total	86 377	100.0	203 670 968	100.0

Cross-shareholdings

Swiss Re has no cross-shareholdings in excess of 5% of capital or voting rights with any other company.