Significant shareholders and shareholder structure

Under the Financial Markets Infrastructure Act (FMIA), 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. 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 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 the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, 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.

In compliance with Article 120 of the Financial Markets Infrastructure Act (FMIA), BlackRock, Inc., New York, U.S.A. (BlackRock), notified Swiss Re Ltd (Swiss Re) on 11 October 2016 following an acquisition of Swiss Re shares that it holds as of 10 October 2016 a total of 18 218 492 voting rights corresponding to 5.06% of the voting rights in Swiss Re. With recommendation of the Disclosure Office dated 15 July 2016, BlackRock was granted easing provisions from the obligation to disclose the direct shareholders according to Article 120 para. 1 FMIA in conjunction with Article 11 let. b and Article 22 para. 1 let. e and para. 3 FMIO-FINMA when disclosing holdings according to Article 18 para. 1 and 4 FMIO-FINMA. However, collective investment schemes within the meaning of Article 18 para 2 let. a FMIO-FINMA that hold individually 3% or more of the voting rights of the relevant issuer will be mentioned in the relevant disclosure notificaton. Any person shall, at his/her request and without prove of interest, receive information about the direct shareholders within the meaning of Article 11 let. b and Article 22 para. 1 let. e and para. 3 FMIO-FINMA. Such request has to be addressed via email to the Disclosure Office: [email protected]. The information will be provided within five trading days from receipt of the relevant request by BlackRock, Inc. The information will be provided in electronic format with a reference date not older than one month. The easing provisions are granted until 15 July 2016. The 18 218 492 voting rights result from (i) the holding of 15 251 817 registered shares of Swiss Re (corresponding to 4.24% of the voting rights), of which 962 492 voting rights (corresponding to 0.27% of the voting rights) are due to repos (on the purchaser side) and/or collateral received with the title transfer (non-repo), (ii) 2 931 037 voting rights (corresponding to 0.81% of the voting rights) delegated by a third party and which can be exercised at BlackRock’s own discretion and (iii) contracts for difference conferring a total of 35 638 voting rights (corresponding to 0.01% of the voting rights) in Swiss Re. In addition, BlackRock disclosed sales positions arising from contracts for difference amounting to 57194 voting rights corresponding to 0.02% of the voting rights in Swiss Re.

BlackRock, Inc.

17 278 451²

4.94

14 December 2017

In addition, Swiss Re Ltd and Group companies held, as of 31 December 2017, directly and indirectly, 34 866 516 shares, which includes 6 347 500 shares repurchased under the public share buy-back programme Swiss Re Ltd launched on 3 November 2017. This represents 9.98% of voting rights and share capital. The public share buy-back programme was completed on 16 February 2018. Neither Swiss Re Ltd nor the Group companies can exercise the voting rights of these shares. All notifications received in 2017 are published at www.swissre.com/investors/shares/disclosure_of_shareholdings/

For further details on the share buy-back programmes please visit: www.swissre.com/investors/shares/share_buyback/

* 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 2017

Registered shareholdings by country

as of 31 December 2017

Shareholder structure

Registered — unregistered shares

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As of 31 December 2017

in %

¹	Without Swiss Re’s holdings.

Registered shares¹

181 406 549

51.9

Unregistered shares¹

133 179 216

38.1

Shares held by Swiss Re

28 519 016

8.2

Share buy-back programme

6 347 500

1.8

Total shares issued

349 452 281

100.0

Registered shares with voting rights by shareholder type

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As of 31 December 2017	Shareholders	in %	Shares	in %
Individual shareholders	76 788	87.7	52 335 927	28.8
Swiss Re employees	6 726	7.7	7 913 591	4.4
Total individual shareholders	83 514	95.4	60 249 518	33.2
Institutional shareholders	4 006	4.6	121 157 031	66.8
Total	87 520	100.0	181 406 549	100.0

Registered shares with voting rights by country

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As of 31 December 2017	Shareholders	in %	Shares	in %
Switzerland	75 672	86.5	102 051 861	56.3
United Kingdom	1 434	1.6	30 922 499	17.0
USA	1 451	1.7	24 386 217	13.4
Other	8 963	10.2	24 045 972	13.3
Total	87 520	100.0	181 406 549	100.0

Registered shares with voting rights by size of holding

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As of 31 December 2017	Shareholders	in %	Shares	in %
Holdings of 1–2 000 shares	81 394	93.0	31 128 724	17.2
Holdings of 2 001–200 000 shares	6 040	6.9	56 345 983	31.0
Holdings of > 200 000 shares	86	0.1	93 931 842	51.8
Total	87 520	100.0	181 406 549	100.0

Cross-shareholdings

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

More information

More information on the Swiss Re shares, such as the price performance and trading volume in 2017, Swiss Re’s dividend policy and dividends, the share buy-back programme and an overview on the key share statistics since 2013, is included in the section “Share performance” of the Financial Report 2017.