Zurich Insurance Group Annual Report 2012 Holding company 331
The Board of Directors is further authorized to restrict or withdraw the pre-emptive rights of shareholders and to allocate
them to third parties if the shares are to be used for the take-over of an enterprise, or parts of an enterprise or of
participations or if issuing shares for the financing including re-financing of such transactions, or for the purpose of
expanding the scope of shareholders in connection with the quotation of shares on foreign stock exchanges.
c) Contingent share capital
Capital market instruments and option rights to shareholders
The share capital of Zurich Insurance Group Ltd may be increased by an amount not exceeding CHF 1,000,000 by the
issuance of up to 10,000,000 fully paid registered shares with a nominal value of CHF 0.10 each (i) by exercising of
conversion and/or option rights which are granted in connection with the issuance of bonds or similar debt instruments
by Zurich Insurance Group Ltd or one of its Group companies in national or international capital markets; and/or (ii)
by exercising option rights which are granted to current shareholders. When issuing bonds or similar debt instruments
connected with conversion and/or option rights, the pre-emptive rights of the shareholders will be excluded. The
current owners of conversion and/or option rights shall be entitled to subscribe for the new shares. The conversion
and/or option conditions are to be determined by the Board of Directors.
The Board of Directors is authorized, when issuing bonds or similar debt instruments connected with conversion and/or
option rights, to restrict or withdraw the right of shareholders for advance subscription in cases where such bonds are
issued for the financing or re-financing of a takeover of an enterprise, of parts of an enterprise, or of participations. If
the right for advance subscription is withdrawn by the Board of Directors, the convertible bond or warrant issues are to
be offered at market conditions (including standard dilution protection provisions in accordance with market practice)
and the new shares are issued at the current convertible bond or warrant issue conditions. The conversion rights may
be exercisable during a maximum of ten years and option rights for a maximum of seven years from the time of the
respective issue. The conversion or option price or its calculation methodology shall be determined in accordance with
market conditions, whereby for shares of Zurich Insurance Group Ltd the quoted share price is to be used as a basis.
Employee participation
On January 1, 2011, the contingent share capital, to be issued to employees of Zurich Insurance Group Ltd and its
subsidiaries, amounted to CHF 470,836.30 or 4,708,363 fully paid registered shares with a nominal value of CHF 0.10
each. On January 1, 2012, the contingent share capital, to be issued to employees of Zurich Insurance Group Ltd
and its subsidiaries, amounted to CHF 390,943.70 or 3,909,437 fully paid registered shares with a nominal value of
CHF 0.10 each.
During 2012 and 2011, 914,301 shares and 798,926 shares, respectively, were issued to employees out of the
contingent share capital. Of the total 914,301 registered shares issued to employees during the year 2012,
693,429 shares were issued in the period from January 1, 2012 to March 31, 2012 and 220,872 registered shares
were issued as from April 1, 2012, to December 31, 2012. As a result, on December 31, 2012 and 2011, respectively,
the remaining contingent share capital, which can be issued to employees of Zurich Insurance Group Ltd and its
subsidiaries, amounted to CHF 299,513.60 and CHF 390,943.70 or 2,995,136 and 3,909,437 fully paid registered
shares, respectively, with a nominal value of CHF 0.10 each. The pre-emptive rights of the shareholders, as well as the
right for advance subscription, are excluded. The issuance of shares to employees is subject to one or more regulations
to be issued by the Board of Directors and take into account performance, functions, levels of responsibility and
criteria of profitability. Shares may be issued to the employees at a price lower than that quoted on the stock exchange.
Financial information