Swiss Life Compensation Report for the Financial Year 2023

The General Meeting of Shareholders of Swiss Life Holding on 23 April 2014 approved various provisions of the Articles of Association, in response to a proposal by the Board of Directors pertaining to the implementation of the Ordinance against Excessive Compensation in Listed Stock Companies (Compensation Ordinance, VegüV), which take account of the requirements and powers of the General Meeting of Shareholders in relation to corporate governance and compensation.

With regard to the compensation system, the key principles of the compensation policy of the Swiss Life Group are regulated by the Articles of Association. The Members of the Board of Directors are granted exclusively fixed compensation. This is paid partly in blocked Swiss Life Holding shares, with the amount, date of allocation and duration of the blocking period set by the Board of Directors. The Members of the Corporate Executive Board are entitled to a fixed basic salary and, if applicable, a short- and long-term variable compensation component. The variable compensation for Members of the Corporate Executive Board has been limited under the Articles of Association to a maximum of 181% of the fixed basic salary.

Pursuant to the Articles of Association, the General Meeting of Shareholders is responsible for approving the maximum total amount of fixed compensation for the Board of Directors until the next General Meeting. The General Meeting of Shareholders also votes on a prospective basis on the maximum amount of the fixed compensation and the long-term variable compensation component (equity compensation plan) for the Corporate Executive Board for the next financial year. By contrast, the short-term variable compensation component for the Corporate Executive Board is submitted for approval to the General Meeting of Shareholders on a retrospective basis for the previous financial year, in full cognisance of the respective business figures.

Since 2009, Swiss Life has given shareholders the opportunity to hold a separate advisory vote at the General Meeting on the compensation report for the relevant financial year. The outcome of the vote is of material importance for the Board of Directors in their assessment and structuring of compensation.

On the basis of the powers of the General Meeting of Shareholders in relation to compensation under the Articles of Association, which came into effect on 1 January 2015, the General Meeting of Shareholders had approved the compensation for the Board of Directors and the Corporate Executive Board on 22 April 2022 as follows:

• For the Board of Directors: The maximum total amount of fixed compensation until the next Annual General Meeting in 2023 in the amount of CHF 3 200 000 in total.
• For the Corporate Executive Board: The short-term variable compensation component for the 2021 financial year in the amount of CHF 4 400 000 in total (bonus and deferred compensation in cash), determined by the Board of Directors at the beginning of 2022 in view of the 2021 annual results, and the maximum total amount of the fixed compensation and the long-term variable compensation component (equity compensation plan) for the 2023 financial year in the amount of CHF 13 800 000 in total.

At the General Meeting of Shareholders of 28 April 2023, the following compensation was approved for the Board of Directors and Corporate Executive Board:

• For the Board of Directors: The maximum total amount of fixed compensation until the next Annual General Meeting in 2024 in the amount of CHF 3 900 000 in total.
• For the Corporate Executive Board: The short-term variable compensation component for the 2022 financial year in the amount of CHF 4 461 000 in total (bonus and deferred compensation in cash), determined by the Board of Directors at the beginning of 2023 in view of the 2022 annual results, and the maximum total amount of the fixed compensation and the long-term variable compensation component (equity compensation plan) for the 2024 financial year in the amount of CHF 13 800 000 in total.

In the same way, the General Meeting on 15 May 2024 will be asked to approve the exclusively fixed compensation to be paid to the Board of Directors until the 2025 Annual General Meeting, the short-term variable compensation component for the Corporate Executive Board for the 2023 financial year and the maximum total amount of fixed compensation (basic salary incl. ancillary benefits and occupational provisions) and of the long-term variable compensation component (equity compensation plan) for the 2025 financial year.

The proposed budget/maximum amount for the fixed and long-term variable compensation for the Corporate Executive Board for the 2025 financial year represents an upper limit, which would only be exhausted in the case of exceptional business performance. The Board of Directors will determine the fixed compensation and the long-term variable compensation component for the Corporate Executive Board at the beginning of 2025 and will detail the key underlying factors in the respective compensation report, on which the shareholders can in turn hold an advisory vote.

The Articles of Association of Swiss Life Holding can be seen and printed out at www.swisslife.com, “Investors and Shareholders” area, “Shareholders and services” section, “Articles of Association” (www.swisslife.com/articles) subsection. For stipulations on compensation and on the approval of compensation for the Board of Directors and the Corporate Executive Board, particular reference is made to Articles 14–16 of the Articles of Association.

Information on the roles assumed by Members of the Board of Directors and the Corporate Executive Board in other companies can be found in the respective CVs (Board of Directors and Corporate Executive Board). The information takes into account the requirements of the SIX directive on corporate governance and those of the Swiss Code of Obligations (Art. 734e CO). Compliance with Art. 734e CO is audited by the statutory auditors.