1 Group structure and shareholders

1.1 Group structure

1.1.1 Description of the operative structure

The Liechtensteinische Landesbank is a public company (“Aktiengesellschaft”) according to Liechtenstein law. It is the parent company of the LLB Group, which is based on a parent company structure.

The LLB Group has an organisational structure based on market divisions which is geared towards client and market needs. Besides the three market divisions “Retail & Corporate Banking”, “Private Banking” and “Institutional Clients”, the management structure encompasses the functions of Group Chief Executive Officer (Group CEO), Group Chief Financial Officer (Group CFO) and Group Chief Operating Officer (Group COO).

The rules of procedure adopted by the Board of Directors, in particular, the functions diagram in the appendix ensure the proper conduct of business, the appropriate organisation, as well as the uniform management of the LLB Group. In accordance with the functions diagram, the Board of Directors, the Chairman of the Board of Directors, the committees of the Board of Directors, the Group CEO and the Group Executive Board are decision-making authorities.

The functions of the Board of Directors and the Group Executive Board of the LLB Group are combined with those of the Board of Directors and the Board of Management of the LLB parent company. Within the scope of the duties and powers defined by the rules of procedure and the functions diagram, the above-mentioned authorities can make decisions and issue rulings that are binding for both the parent company and the LLB Group companies – but taking into consideration the provisions of current local law applicable to the individual Group companies.

The members of the Group Executive Board are represented on the Boards of Directors of the consolidated companies. A member of the Group Executive Board serves as the Chairman of the Board of Directors of a subsidiary company with the exception of Bank Linth LLB AG.

The organisational structure of the LLB Group as at 1 January 2018 is shown in chapter Organisational structure of the LLB Group. The detailed segment reports are shown in chapters Retail & Corporate Banking, Private Banking, Institutional Clients, Corporate Center and in chapter Segment reporting.

1.1.2 Listed companies included in the scope of consolidation

The Liechtensteinische Landesbank, with its headquarters in Vaduz, is listed on the SIX Swiss Exchange. As at 31 December 2018, its market capitalisation stood at CHF 1’977.4 million (30’800’000 registered shares at a nominal value of CHF 5.00 at a year-end price of CHF 64.20).

Bank Linth LLB AG, with its headquarters in Uznach, in which the Liechtensteinische Landesbank holds a majority equity stake of 74.8 per cent, is also listed on the SIX Swiss Exchange. As at 31 December 2018, its market capitalisation stood at CHF 364.0 million (805’403 registered shares with a nominal value of CHF 20.00 at a year-end price of CHF452.00).

Company

 

Reg. office

 

Listed on

 

Market capital­isation (in CHF thousands)

 

Stake (in %)

 

Segment

 

Security number

 

ISIN number

Liechtensteinische Landesbank AG

 

Vaduz

 

SIX Swiss Exchange

 

1'977'360

 

 

 

International Reporting Standard

 

35514757

 

LI0355147575

Bank Linth LLB AG

 

Uznach

 

SIX Swiss Exchange

 

364'042

 

74.8

 

Swiss Reporting Standard

 

130775

 

CH0001307757

1.1.3 Unlisted companies included in the scope of consolidation

Details of the unlisted companies included in the scope of consolidation (company, registered office, activities, share capital and equity interest) can be found in the Notes to the consolidated financial statement of the LLB Group in the table “Scope of consolidation”.

1.2 Major shareholders

The Principality of Liechtenstein is the major shareholder of the Liechtensteinische Landesbank. The Law on the Liechtensteinische Landesbank states that – in terms of capital and voting rights – the Principality of Liechtenstein must hold at least 51 per cent of the shares. These may not be sold.

At the end of 2018, the Principality’s equity stake in the shares of the Liechtensteinische Landesbank remained unchanged at 57.5 per cent. Detailed information about the development of this equity stake can be found at www.llb.li/capital+structure.

On 22 December 2017, Liechtensteinische Landesbank announced that it had signed a purchase agreement for the acquisition of 100 per cent of the shares of Semper Constantia Privatbank AG (Semper Constantia) with registered office in Vienna, and that it would pay the purchase price partly in cash and partly in shares of LLB AG. On 4 July 2018, LLB took over Semper Constantia completely. Conversely, the two former major shareholders of Semper Constantia, the Haselsteiner Familien-Privatstiftung, Ortenburger Strasse 27, 9800 Spittal / Drau, Austria, and grosso Holding Gesellschaft mbH, Walfischgasse 5, 1015 Vienna, Austria, participated with 1.85 million shares (6.0%) in LLB. At 31 December 2018, they held together 1'805'000 shares or a 5.9 per centage of the capital and voting rights of LLB (www.six-exchange-regulation.com). The Haselsteiner Familien-Privatstiftung and grosso Holding Gesellschaft mbH constitute a shareholder group, since the purchase agreement was concluded with the Haselsteiner Familien-Privatstiftung and grosso Holding Gesellschaft mbH as the acquisition group. The voting rights will be exercised in mutual agreement between the parties.

The remaining registered shares were in free float, whereby none of the other shareholders held more than 3 per cent of the share capital. There are no binding shareholder agreements .

On 24 August 2018, LLB launched a public share repurchase programme. This will last until 31 December 2020 at the latest. LLB will repurchase up to 400'000 of its own registered shares via the regular trading line of SIX Swiss Exchange. This corresponds to 1.3 per cent of the share capital. The repurchase of the shares is to be made within the framework of the authorisation issued by the General Meeting of Shareholders of 12 May 2017, authorising own shares of a maximum of 10 per cent of the share capital to be acquired. The repurchased shares are to be used for the purpose of future acquisitions or for Treasury management purposes. No shares are to be cancelled. At 31 December 2018, within the scope of the repurchase programme, LLB had bought back 116'500 own shares, representing a proportion of 0.4 per cent. At the end of 2018, the LLB Group held, including the shares acquired within the scope of the repurchase programme, 124'841 shares or 0.4 per cent. The decrease in comparison with the previous year (31.12.2017: 1'922'937 own shares) is attributable to the payment of a portion of the purchase price for the takeover of Semper Constantia Privatbank AG in the form of 1.85 million LLB shares.

Less than 0.1 per cent of the shares were held by members of the Board of Directors and the Group Executive Board.

There are no binding shareholder agreements.

1.3 Cross participations

There are no cross participations between Liechtensteinische Landesbank AG and its subsidiaries or third parties.