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Notes to the Financial Statements

Accounting Rules

The 2021 Financial Statements were prepared in accordance with the provisions of Swiss accounting law (Title 32 of the Swiss Code of Obligations). Swiss Life Holding’s Financial Statements are presented in millions of Swiss francs (CHF), which is the presentation currency. Figures may not add up exactly due to rounding.

Explanations on the balance sheet and statement of income

Participations

    Currency   Authorised share capital in 1000   Direct share   Currency   Authorised share capital in 1000   Direct share
        31.12.2021           31.12.2020    
Swiss Life AG, Zürich   CHF   587 350   100.00%   CHF   587 350   100.00%
Swiss Life Deutschland Holding GmbH, Hannover   EUR   25   100.00%   EUR   25   100.00%
Swiss Life Intellectual Property Management AG, Zürich   CHF   250   100.00%   CHF   250   100.00%
Swiss Life International Holding AG, Zürich   CHF   1 000   100.00%   CHF   1 000   100.00%
Swiss Life Investment Management Holding AG, Zürich   CHF   50 000   100.00%   CHF   50 000   100.00%
Swiss Life Schweiz Holding AG, Zürich   CHF   250   100.00%   CHF   250   100.00%
Swiss Life Finance I AG, Ruggell LI   CHF   100   100.00%   CHF   100   100.00%

Loans to Group companies

CHF 688 million of the loans to Group companies is classified as subordinated.

Provisions

As disclosed in a press release dated 14 May 2021, Swiss Life has reached a resolution with the US Department of Justice (DOJ) concerning the DOJ’s inquiry into the legacy business with US clients that had been announced in September 2017. The resolution is in the form of a Deferred Prosecution Agreement (DPA) with a three-year term. The financial payment required as part of this resolution is in line with the provision of CHF 70 million charged against the 2020 results as announced on 2 March 2021.

Major shareholders

BlackRock Inc., 55 East 52nd Street, New York 10055, USA, reported in a publication of 1 June 2021 that it held through various companies a total of 5.58% of the voting rights for Swiss Life Holding. At the same time, BlackRock Inc. held sales positions in the amount of 0.002% of the voting rights.

Share capital

As at 31 December 2021, the share capital of Swiss Life Holding (SLH) consisted of 31 528 567 fully-paid registered shares. (previous year: 32 014 391 registered shares) with a par value of CHF 0.10 each. Conditional share capital remained unchanged at CHF 385 794.80 as at 31 December 2021.In exercising voting rights, no shareholder can collect more than 10% of the total share capital directly or indirectly in respect of his own shares and those he represents.

Statutory capital reserve

The statutory capital reserve consists of the capital contribution reserve. As at 31 December 2021, the capital contribution reserve was unchanged at CHF 177 million. The Federal Tax Administration has not recognised the balance sheet position under commercial law. The assessment in terms of tax law therefore remains open and will be discontinued subject to the development of the future legal situation.

Statutory retained earnings

Statutory retained earnings comprise the general reserves.

Free reserves

This item comprises accumulated retained earnings which have not been distributed to the shareholders. In the year under review, CHF 73 million was allocated to the free reserve. In addition, the free reserve was reduced by CHF 201 million due to the cancellation of 485 824 shares, which took place on 12 July 2021.

Issue of senior bonds

Volume   Year of issue   Maturity   Coupon
CHF 200 millions   2013   2023   1.875%
CHF 250 millions   2019   2023   0.250%
CHF 250 millions   2019   2025   0.000%
CHF 150 millions   2019   2029   0.350%

Issue of two senior bonds in 2013

Two senior bonds for a total amount of CHF 425 million were issued on 21 June 2013, split into a tranche of CHF 225 million with a tenor of six years which was repaid on 21 June 2019 (coupon of 1.125%) and a tranche of CHF 200 million with a tenor of ten years until 2023 (coupon of 1.875%).

Issue of four senior bonds in 2019

On 6 December 2019, Swiss Life Holding placed three senior green bond tranches totalling CHF 600 million: a tranche of CHF 200 million with a tenor of two years and variable coupon (floor at 0.00%, cap at 0.05%) which was repaid on 6 December 2021, a tranche of CHF 250 million with a tenor of 5.5 years and a coupon of 0% and a tranche of CHF150 million with a tenor of 9.25 years and a coupon of 0.35% p.a.

On 13 March 2019, Swiss Life Holding placed a senior bond amounting to CHF 250 million. The bond has a tenor of 4.6 years and a coupon of 0.25% p.a.

Treasury shares

As part of the second share buyback programme (2020-2021), Swiss Life Holding purchased a total of 829 099 treasury shares in the year under review at an average price of CHF 447.85. In the same period, 485 824 shares were cancelled. In the current share buyback programme (2021-2023), 68 000 treasury shares had been purchased at an average price of CHF 552.31 by the balance sheet date.

Outside the share buyback programme, the companies in the Swiss Life Group purchased 35 000 treasury shares at an average price of CHF 457.93. As at 31 December 2021, the Swiss Life Group held 130 243 treasury shares which are not part of the share buyback programme.

The Swiss Life Group held a total of 620 842 treasury shares as at 31 December 2021.

Contingent liabilities

Swiss Life Holding acts as warrantor for all Swiss Life Ltd liabilities with regard to the various tranches of the subordinated perpetual step-up loans (hybrid debt), which amounted to an equivalent value of CHF 4.1 billion at the balance sheet date. The guarantees are classified as subordinated at Swiss Life Holding.

Swiss Life Holding further provides capital guarantees for a maximum net asset value of CHF 1.1 billion to Swiss Life Ltd, CHF 623 million for Swiss Life Finance I, CHF 135 million to Swiss Life Products as well as CHF 6 million to Swiss Life Liechtenstein.

In addition, under drawn credit lines Swiss Life Holding held liabilities totalling CHF 6 million for Corpus Sireo companies.

Financial assets pledged as collateral

Debt securities of CHF 165 million were pledged on the balance sheet date as part of a repurchase agreement (repo transactions). In this connection, additional debt securities totalling CHF 43 million were reserved for the liquidity-shortage financing facility (SNB EFF).

Statement of changes in equity for the years ended 31 December

In CHF million
    2021   2020
         
Share capital
Balance as at 1 January   3   171
Reduction in par value (incl. cancellation of treasury shares)   0   –168
Total share capital   3   3
         
Statutory capital reserve        
Balance as at 1 January   181   181
Distribution of profit from the capital contribution reserve    
Capital contribution reserve reduction due to treasury share cancellation   –4    
Total statutory capital reserve   177   181
         
Statutory retained earnings
General reserves        
Balance as at 1 January   33   33
Change    
Total general reserves   33   33
Total statutory retained earnings   33   33
         
Voluntary retained earnings
Free reserves        
Balance as at 1 January   3 756   4 242
Allocation to free reserves   73   254
Distribution of profit from free reserves    
cancellation of treasury shares   –201   –740
Total free reserves   3 628   3 756
Profit shown in the balance sheet        
Balance as at 1 January   746   758
Allocation to free reserves   –73   –254
Dividend   –654   –477
Annual profit   784   719
Total profit shown in the balance sheet   803   746
Total voluntary retained earnings   4 431   4 502
         
Own capital shares
Balance as at 1 January   –69   –787
Change in own capital shares   –207   718
Total own capital shares   –276   –69
         
Total equity   4 368   4 650
Number of full-time positions

As in the previous year, the number of full-time positions is not above 50 employees on average over the year.

Disclosure of compensation to the Board of Directors and the Corporate Executive Board in accordance with Art. 663bbis of the Swiss Code of Obligations (CO) and Art. 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies, and disclosure of the shareholdings of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c of the CO

Compensation in 2021

The Board of Directors is responsible for drawing up a written compensation report each year to include the information required by Articles 14–16 of the Federal Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance). This compensation report supersedes the details in the notes to the balance sheet according to Art. 663bbis CO. Swiss Life’s compensation report for the 2021 financial year is provided on pages 56 to 78.

The following tables contain information on the share ownership and participation rights of members of the Board of Directors and the Corporate Executive Board in accordance with Art. 663c CO.

Share ownership/participation rights as at 31 December 2021

As at 31 December 2021, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).

Board of Directors

    SLH shares
    31.12.2021
Rolf Dörig, Chairman of the Board of Directors   32 772
Thomas Buess   23 118
Adrienne Corboud Fumagalli   990
Ueli Dietiker   1 477
Damir Filipovic   1 973
Frank W. Keuper   1 210
Stefan Loacker   1 141
Henry Peter   13 656
Martin Schmid   578
Franziska Tschudi Sauber   3 427
Klaus Tschütscher   1 332
Total Board of Directors   81 674

Corporate Executive Board

    SLH shares
    31.12.2021
Patrick Frost, Group CEO   27 965
Matthias Aellig   5 374
Jörg Arnold   2 807
Nils Frowein   4 825
Markus Leibundgut   7 578
Stefan Mächler   5 000
Tanguy Polet   3 478
Total Corporate Executive Board   57 027
    Restricted Share Units (RSUs)
    31.12.2021 1
Patrick Frost, Group CEO   7 424
Matthias Aellig   3 904
Jörg Arnold   3 855
Nils Frowein   3 751
Markus Leibundgut   4 596
Stefan Mächler   4 246
Tanguy Polet   3 009
Total Corporate Executive Board   30 785
1 Total number of RSUs allocated in the years 2019, 2020 and 2021 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. In addition to the reported shareholding, Thomas Buess held a total of 1314 RSUs as at the balance sheet date of 31 December 2021, which were allocated to him in 2019 in the context of his former function as Group CFO and Member of the Corporate Executive Board of Swiss Life.

Share ownership/participation rights as at 31 December 2020

As at 31 December 2020, acting members of the Board of Directors and the Corporate Executive Board (including closely linked parties) held the following number of registered Swiss Life Holding shares and future subscription rights to Swiss Life Holding shares in the form of Restricted Share Units (RSUs).

Board of Directors

    SLH shares
    31.12.2020
Rolf Dörig, Chairman of the Board of Directors   32 056
Frank Schnewlin   5 904
Thomas Buess   25 987
Adrienne Corboud Fumagalli   906
Ueli Dietiker   1 339
Damir Filipovic   1 889
Frank W. Keuper   1 126
Stefan Loacker   1 015
Henry Peter   13 548
Martin Schmid   486
Franziska Tschudi Sauber   3 343
Klaus Tschütscher   1 164
Total Board of Directors   88 763

Corporate Executive Board

    SLH shares
    31.12.2020
Patrick Frost, Group CEO   26 143
Matthias Aellig   4 043
Jörg Arnold   1 617
Nils Frowein   3 428
Markus Leibundgut   7 314
Stefan Mächler   6 316
Charles Relecom   1 764
Total Corporate Executive Board   50 625
    Restricted Share Units (RSUs)
    31.12.2020 1
Patrick Frost, Group CEO   7 843
Matthias Aellig   3 840
Jörg Arnold   3 739
Nils Frowein   3 893
Markus Leibundgut   4 601
Stefan Mächler   4 270
Charles Relecom   4 151
Total Corporate Executive Board   32 337
1 Total number of RSUs allocated in the years 2018, 2019 and 2020 in connection with the relevant equity compensation plan. The RSUs represent future subscription rights that entitle the individuals concerned to receive SLH shares after a period of three years, provided that the relevant conditions are met at that point. In addition to the reported shareholding, Thomas Buess held a total of 2861 RSUs as at the balance sheet date of 31 December 2020, which were allocated to him in 2018 and 2019 in the context of his former function as Group CFO and Member of the Corporate Executive Board of Swiss Life.