Changes of control and defence measures
Duty to make an offer
Swiss Re has not put in place any specific measures to defend against potential unfriendly takeover attempts. The Board of Directors believes that the company’s best protection is a fair valuation of its shares, and that the efficiency of a free market is preferable to artificial obstacles, which can have a negative impact on the share price in the long term.
In accordance with the Federal Act on Stock Exchanges and Securities Trading (SESTA), acquisition by one shareholder of more than 33⅓% of Swiss Re shares with voting rights, either directly, indirectly or in concert with a third party, and regardless of whether these rights are exercisable or not, triggers a mandatory takeover offer for the outstanding shares owned by all other shareholders. The SESTA allows companies to include an “opting up” provision in their articles of association, which raises the mandatory takeover offer threshold up to 49%, or an “opting out” provision, which waives the mandatory offer. Swiss Re’s Articles of Association contain neither of these provisions.
Change of control clauses
Unvested incentive shares, share options and certain other employee benefit programmes would vest upon a change of control. In such an event, the rights of members of the Board of Directors and the Group Executive Committee (Group EC) as well as of further members of senior management are identical to those of all other employees.
The mandates and employment contracts of the members of the Board of Directors, Group EC, Group Management Board and other members of senior management do not contain any provisions such as severance payments, notice periods of more than 12 months or additional pension fund contributions that would benefit them in a change of control situation.