Articles of Association (July 2008)
Deutsche Version
1. Name, Domicile, and Object of the Company
Art. 1 Name and domicile
1 Under the name of
Schweizerische Rückversicherungs-Gesellschaft AG
Compagnie Suisse de Réassurances SA
Compagnia Svizzera di Riassicurazioni SA
Swiss Reinsurance Company Ltd
Compañía Suiza de Reaseguros S.A.
a company limited by shares is established with legal domicile in Zurich.
2 The name of the company in other languages shall be determined by the Board of Directors.
Art. 2 Object
The object of the company is to transact any kind of reinsurance business and to provide related services. The company may participate in other enterprises, in particular in insurance companies.
2. Share capital
Art. 3 Share capital
1 The fully paid-in share capital amounts to CHF 35,303,775.50. It is divided into 353,037,755 registered shares, each with a nominal value of CHF 0.10.
2 By resolution of the General Meeting registered shares may be converted into bearer shares.
Art. 3a Conditional capital for bonds or similar instruments
1The share capital of the company shall be increased by an amount not exceeding CHF 2,603,927.50 through the issue of a maximum of 26,039,275 registered shares, payable in full, each with a nominal value of CHF 0.10 through the exercise of conversion rights and warrants granted in connection with bonds or similar instruments issued by the company or by Group companies. Shareholders' subscription rights are excluded. Shareholders' pre-emption rights with regard to these new registered shares may be restricted or excluded by decision of the Board of Directors in order to finance or re-finance the acquisition of companies, parts of companies or holdings, or new investments planned by the company, or in order to issue convertible bonds and warrants on the international capital markets. If pre-emption rights are excluded, then (1) the bonds are to be placed at market conditions, (2) the exercise period is not to exceed ten years from the date of issue for warrants and twenty years for conversion rights and (3) the conversion or exercise price for the new shares is to be set at least in line with the market conditions prevailing at the date on which the bonds are issued.
2 The acquisition of registered shares through the exercise of conversion rights or warrants and any further transfers of registered shares shall be subject to the restrictions specified in Art. 5 of the Articles of Association.
Art. 3b Conditional capital for employee participation
1 The share capital of the company shall be increased by an amount not exceeding CHF 604 387.70 through the issue of a maximum of 6,043,877 registered shares, payable in full, each with a nominal value of CHF 0.10, as a result of the exercise of warrants or subscription rights granted to employees, including members of the Board of Directors, of the company or Group companies. Shareholders' subscription rights shall be excluded with regard to these at most 6,043,877 registered shares. These new registered shares may be issued at a price below the current market price. The Board of Directors shall specify the precise conditions of issue.
2 The acquisition of registered shares in connection with employee participation and any further transfers of registered shares shall be subject to the restrictions specified in Art. 5 of the Articles of Association.
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Art. 4 Share register and shares
1 Exercising the rights arising from a share implies recognition of the company's Articles of Association.
2 The name and address of owners and beneficiaries of registered shares are entered in the share register. Any change of address has to be notified to the company. Entry requires evidence of the acquisition of the shares as owner or usufructuary.
3 For the company, any person entered in the share register shall be recognised as a shareholder.
4 The company may issue certificates for a number of shares.
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Art. 5 Entry as shareholder with voting power
1 Persons acquiring registered shares shall on application be entered in the share register without limitation as shareholders with voting power, provided they expressly declare themselves to have acquired the said shares in their own name and for their own account and comply with the disclosure requirement stipulated by the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act) of 24 March 1995.
2 Persons not expressly declaring themselves to be holding shares for their own account in their application for entry in the share register (hereafter referred to as nominees) shall be entered in the share register with voting rights without further inquiry up to a maximum of 2% of the outstanding share capital available at the time. Above this limit registered shares held by nominees shall be entered in the share register with voting rights only if the nominee in question makes known the names, addresses and share-holdings of the persons for whose account he is holding 0.5% or more of the outstanding share capital available at the time and provided that the disclosure requirement stipulated by the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act) of 24 March 1995 is complied with. The Board of Directors has the right to conclude agreements with nominees concerning their disclosure requirements.
3 Legal entities or partnerships or other associations or joint ownership arrangements which are linked through capital ownership or voting rights, through common management or in like manner, as well as individuals, legal entities or partnerships (especially syndicates) which act in concert with intent to evade the entry restriction are considered as one shareholder or nominee.
4 The Board of Directors shall take the measures necessary for ensuring compliance with the above provisions.
Art. 6 Not physically represented registered shares
1 The company may forego the printing and delivery of registered shares and may cancel without replacement already printed shares. Registered shares already issued can only be cancelled when they are returned to the company and the shareholder agrees. The shareholder may request at any time, without cost, the printing and delivery of his registered shares. The company may for its part print out the registered shares at any time.
2 Registered shares not physically represented by certificates and the rights arising therefrom can only be transferred by assignment. Such assignment shall not be valid unless notice is given to the company. Title to the certificate of the transferred share is passed on to the transferee through legal and valid assignment and does not need the explicit consent of the company. The bank which handles the book entries of the assigned registered shares on behalf of the shareholders may be notified by the company of the assignment.
3 Registered shares not physically represented by certificates and the financial rights arising from these shares may only be pledged to the bank handling the book entries of such shares for the shareholder. The pledge must be made by means of a written pledge agreement. Notice to the company is not required. The claim of the shareholder to delivery of the registered share may be transferred to the bank accepting the pledge. Otherwise the pledge of registered shares is valid when the assigned or endorsed share certificates are transferred in accordance with provisions of Art. 901 para. 2 of the Swiss Civil Code.
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3. Organisation of the Company
Art. 7 Organs
The following shall constitute the organs of the company:
A) General Meeting
B) Board of Directors
C) Auditing Body
A)General Meeting
Art. 8 General Meeting
The responsibilities of the General Meeting are:
1. to amend the Articles of Association;
2. to elect the members of the Board of Directors and Auditing Body;
3. to approve the annual report and the consolidated financial statements;
4. to approve the annual financial statements and to determine the allocation of the profit as shown in the balance sheet, in particular with regard to the dividend amount;
5. to discharge the members of the Board of Directors;
6. to pass resolutions concerning further matters reserved to the authority of the General Meeting by law or the Articles of Association.
Art. 9 Calling of meeting
1 The ordinary General Meeting is held annually within the period approved by the supervisory authority.
2 Extraordinary General Meetings may be called by resolution of the General Meeting or the Board of Directors, or by shareholders with voting powers, provided they represent at least 10% of the share capital.
Art. 10 Notice
The General Meeting is summoned by the Board of Directors. Notice of the General Meeting shall be given by publication in the "Schweizerisches Handelsamtsblatt" at least 20 days before the date of the meeting.
Art. 11 Agenda
1 The Board of Directors shall state the matters on the agenda. Shareholders with voting powers whose combined holdings represent shares with a nominal value of at least CHF 100 000 may, up to 45 days before the date of the meeting, demand that matters be included in the agenda. Such demands shall be in writing and shall specify the items and the proposals to be submitted.
2 No resolution shall be passed on matters proposed only at the General Meeting and which have no bearing on any of the proposed items of the agenda, apart from those exceptions permitted by law.
3 The notice of the meeting shall state the matters on the agenda and the proposals of the Board of Directors and of those shareholders who have demanded that a meeting be called or that matters be included in the agenda.
Art. 12 Right to vote
Every share with voting right entitles its holder to one vote.
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Art. 13 Representation
1 Any shareholder with voting right may have his shares represented at the General Meeting by another person authorised in writing or by corporate bodies, independent proxies or proxies for deposited shares. Such representatives need not be shareholders.
2 Business firms, partnerships and corporate bodies may be represented by legal or authorised representatives or other proxies, married persons by their spouses, minors and wards by their guardians, even though such representatives are not shareholders.
Art. 14 Resolutions
1 The General Meeting may pass resolutions without regard to the number of shareholders present or shares represented.
2 The General Meeting shall pass resolutions by an absolute majority of the votes validly cast, subject to the compulsory exceptions provided by law.
3 The Chairman of the General Meeting shall determine the voting procedure. Provided that the voting is not done electronically, voting shall be by ballot if more than 50 of the shareholders present so demand by a show of hands.
Art. 15 Chairman and minutes
1 The Chairman of the Board of Directors or in his absence another member of the Board as designated by the Board of Directors shall preside at the General Meeting.
2 The tellers of votes shall be elected by the General Meeting.
3 The recorder of minutes shall be appointed by the Chairman of the General Meeting.
4 The minutes of the General Meeting shall be signed by the Chairman and the recorder.
B) Board of Directors
Art. 16 Members and term of office
1 The Board of Directors shall consist of at least seven members.
2 The term of office is three years. It begins with the date of election and ends on the third subsequent General Meeting.
3 Members whose term of office has expired shall be immediately eligible for re-election.
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Art. 17 Duties
1 The Board of Directors is authorised to pass resolutions concerning all matters that are not reserved to the authority of another organ of the company by law, these Articles or other regulations.
2 The Board of Directors has the following non-delegable and inalienable duties:
1. to determine the ultimate direction of the company and to issue necessary instructions;
2. to determine the organisation;
3. to provide for accounting, financial control and financial planning;
4. to appoint and remove the persons entrusted with the conduct of business and their deputies and to regulate their authority to sign;
5. to supervise the persons entrusted with the conduct of business, namely in view of their compliance with the law, the Articles of Association, regulations and instructions;
6. to compile the annual report as well as to prepare and call the General Meeting and carry out the resolutions;
7. to notify the court if liabilities exceed assets;
8. to decide upon the increase of the share capital within the framework of legal responsibility and subsequent amendments to the Articles of Association;
9. to decide upon the amount of capital increases and subsequent amendments to the Articles of Association.
Art. 18 Committees and Managing Directors
1 The Board of Directors may delegate particular duties to committees or individual directors.
2 Provision is made in corresponding regulations.
Art. 19 Remuneration
1 The members of the Board of Directors shall receive an appropriate remuneration for their services.
2 Members charged with the execution of specific duties shall be remunerated by agreement with the Board of Directors.
Art. 20 Management
1 The Board of Directors may delegate the management of the company to an Executive Board.
2 The Board of Directors shall issue the corresponding regulations and instructions.
C) Auditing Body
Art. 21 Election and term of office
The auditing body is elected by the General Meeting for a term of one year.
Art. 22 Duties
The duties of the Auditing Body are determined by the legal provisions.
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4. Annual Accounts and Distribution of the Profit
Art. 23 Annual accounts
1 The annual accounts shall be closed as at 31 December of each year.
2 The annual balance sheet shall include provision for exceptional occurrences.
Art. 24 Distribution of the profit
1 20% of the year's profit shall be transferred to the statutory reserve fund in accordance with Art. 671 of the Swiss Code of Obligations, until such reserve fund equals 50% of the share capital or, if withdrawals have been made, until this level has been restored.
2 Otherwise the General Meeting may determine freely the distribution of the year's profit within the framework of the compelling legal requirements.
5. Announcements
Art. 25 Official gazette
The official gazette of the company is the "Schweizerisches Handelsamtsblatt".
6. Contributions in Property and Acquisitions of Property
Art. 26 Acquisition of property
The company intends to acquire Lincoln National Corporation's reinsurance operations, Lincoln Re, based in Fort Wayne, Indiana, US, as well as a number of the company's affiliates. The acquisition will be made viaSwiss Re's subsidiary Swiss Re Life & Health America Inc., based in Stamford, Connecticut, in the form of participations in group companies operating in the field of reinsurance and reinsurance treaties; the acquisition price will be a maximum of USD 2,000,000,000, which translates into a maximum price of CHF 3,600,000,000.
Art. 27 Acquisition of property
The company intends to acquire from General Electric Company, based in Fairfield, Connecticut, US, or from companies which it controls, all shares of GE Insurance Solutions Corporation, based in Kansas City, Missouri, US, and all companies which it controls, with the exception of life and health companies in the US, as well as the assets and liabilities of GE Frankona Reassurance Limited, based in London, UK. The price stipulated in the Transaction Agreement of 18 November 2005 between the Company and General Electric Company comprises a basic purchase price of USD 6,800,000,000 (approximately CHF 8,800,000,000) which may rise to USD 7,600,000,000 (approximately CHF 9,900,000,000) subject to closing adjustments. Part of the acquisition price will be paid in shares in the Company; part will be paid in cash, mandatory convertible securities and debt securities.
Art. 28 Contribution in kind
The company has acquired, in accordance with the contribution in kind agreements of 9 June 2006, a total of 905 common shares, each with a nominal value of USD 5 000, of GE Insurance Solutions Corporation, based in Kansas City, Missouri, US, broken down as follows: 815 common shares of a total value of CHF 2 628 955 946.30 from General Electric Capital Services, Inc, based in Stamford, Connecticut, US; and 90 common shares of a total value of CHF 287 541 867.80 from General Electric Capital Corporation, based in Stamford, Connecticut, US. The acquisition price was paid by assigning to the contributors a total of 33 300 957 fully paid-in registered shares of the company, each with a nominal value of CHF 0.10, of which 30 017 766 shares were assigned to General Electric Capital Services, Inc, and 3 283 191 to General Electric Capital Corporation.
