Swiss Re shareholders approved all proposals put forward by the BoD at Swiss Re's AGM

21 April 2020 — Andrei Victor
Swiss Re's shareholders approved all proposals put forward by the Board of Directors at its Annual General Meeting (AGM) held in Zurich last week. This included a 5% increase in the regular dividend to CHF 5.90 per share and the authorisation of a new public share buyback programme of up to CHF 1.0 billion purchase value.

In light of the current volatility in the financial markets and global economic situation precipitated by the COVID-19 pandemic, at its post-AGM meeting the Board of Directors concluded that the share buyback programme will not be launched.


The following was released by Swiss Re:

In line with the preventive measures announced by the Swiss Federal Council, the AGM took place without shareholder presence. Shareholders were able to exercise their voting rights by providing instructions to the independent proxy, Proxy Voting Services GmbH, electronically or in writing. Votes were cast by shareholders representing 63.3% of the shares entitled to vote.

Swiss Re's Chairman Walter B. Kielholz said:

"I would like to thank the shareholders for voting via the independent proxy at this year's AGM. This was a very unusual meeting, and we hope to return to our normal AGM format next year. Despite the current circumstances, business is running without interruptions at Swiss Re as we continue to handle claims, renew contracts, share our knowledge and innovate. While at this point we assess the financial impact of the current crisis on Swiss Re as absolutely manageable, we run our business and allocate capital with the prudence that current volatility calls for."


Detailed voting results and minutes of the AGM are available on Swiss Re's website, along with a video message from Walter B. Kielholz and a video about the theme of the Group's 2019 Annual Report "From risk to resilience."

The company's annual and consolidated financial statements for 2019 were approved, and shareholders discharged all members of the Board of Directors for the last financial year. Following the AGM's approval, the dividend of CHF 5.90 per share will be distributed beginning 23 April 2020. From 21 April 2020 Swiss Re shares will be traded ex-dividend.

Shareholders also approved the reduction of the share capital by CHF 990 739.80, from CHF 32 740 470.40 to CHF 31 749 730.60 for the purpose of cancelling 9 907 398 shares repurchased on the second trading line under the public share buyback programme authorised by the AGM in 2019.


Elections to the Board of Directors

Shareholders re-elected the following members of the Board of Directors for a one-year period:
  • Walter B. Kielholz (simultaneously re-elected as Chairman of the Board of Directors)
  • Raymond K.F. Ch'ien
  • Renato Fassbind
  • Karen Gavan
  • Jay Ralph
  • Joerg Reinhardt
  • Philip K. Ryan
  • Sir Paul Tucker
  • Jacques de Vaucleroy
  • Susan L. Wagner
  • Larry Zimpleman

The following candidates were elected as new members to the Board of Directors for a one-year period:
  • Sergio P. Ermotti
  • Joachim Oechslin
  • Deanna Ong

The following members of the Board of Directors were re/elected to the Compensation Committee for a one-year period:
  • Raymond K.F. Ch'ien
  • Renato Fassbind
  • Joerg Reinhardt
  • Jacques de Vaucleroy
  • Karen Gavan (new)

At the post-AGM meeting of the Board of Directors, Renato Fassbind was re-appointed as Vice Chairman and as Lead Independent Director.


Compensation of the Board of Directors and Group Executive Committee approved

Shareholders approved the maximum aggregate amount of compensation for the Board of Directors' members for the one-year term until the completion of the AGM 2021 with 84.7% of the votes cast.

In addition, shareholders approved the maximum aggregate amount of fixed compensation and variable long-term compensation for the members of the Group Executive Committee for the financial year 2021 with 85.5%. Shareholders also approved the aggregate amount of variable short-term compensation for the members of the Group Executive Committee related to the preceding financial year (2019) with 86.4% of the votes cast.

In a consultative vote, the shareholders approved the 2019 Compensation Report with 87.7% of the votes cast.

Shareholders also re-elected PricewaterhouseCoopers Ltd, Zurich, as the Group's auditor for a last one-year term of office for the financial year starting on 1 January 2020. KPMG Ltd was elected as the Group's new auditor for a one-year term of office for the financial year starting on 1 January 2021. In addition, Proxy Voting Services GmbH, Zurich, was re-elected as the independent proxy for a one-year term of office until completion of the next Annual General Meeting.


Swiss Re

The Swiss Re Group is one of the world's leading providers of reinsurance, insurance and other forms of insurance-based risk transfer, working to make the world more resilient. It anticipates and manages risk - from natural catastrophes to climate change, from ageing populations to cybercrime. The aim of the Swiss Re Group is to enable society to thrive and progress, creating new opportunities and solutions for its clients. Headquartered in Zurich, Switzerland, where it was founded in 1863, the Swiss Re Group operates through a network of around 80 offices globally. It is organised into three Business Units, each with a distinct strategy and set of objectives contributing to the Group's overall mission.



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