1 Group structure and shareholders

1.1 Group structure

1.1.1 Group operating structure

Swisscom Ltd is the holding company responsible for overall management of the ­Swisscom Group. It comprises the five Group divisions Group Business Steering, Group Strategy & Board Services, Group Communications & Responsibility, Group Human Resources and Group Security. Day-to-day business management is delegated by the Board of Directors to the CEO of ­Swisscom Ltd, who together with the heads of the Group divisions Group Business Steering (CFO) and Group Human Resources (CPO) as well as the heads of all business divisions (Residential Customers, Small and Medium-Sized Enterprises, Enterprise Customers and IT, Network & Innovation) forms the Group Executive Board. Strategic and financial management of the Group companies is assured through the assignment of powers and responsibilities by the Board of Directors of ­Swisscom Ltd. The Group companies are divided into three categories: strategic, important and other. ­Swisscom (Switzerland) Ltd and the Italian subsidiary Fastweb S.p.A. are classified as strategic Group companies. The operations of ­Swisscom (Switzerland) Ltd are managed by the Group Executive Board. The Board of Directors of ­Swisscom (Switzerland) Ltd comprises the CEO of ­Swisscom Ltd as Chairman, the CFO of ­Swisscom Ltd and a further member of the Group Executive Board. Seats on the Board of Directors of the “strategic” company Fastweb S.p.A. are held by the CEO of ­Swisscom Ltd as Chairman together with the CFO of ­Swisscom Ltd and other representatives of ­Swisscom. The Board of Directors of Fastweb S.p.A. is supplemented by an external member. In the “important” Group companies, the responsibilities of the Chairman of the Board of Directors are fulfilled by the CEO of ­Swisscom Ltd, the CEO of a “strategic” Group company, the head of a Group or business division or another person appointed by the CEO. Other representatives of ­Swisscom are also members of the Board of Directors.

The Group structure is shown in the Management Commentary in the section on Group structure and organisation. A list of Group companies, including company name, registered office, percentage of shares held and share capital, is given in Note 41 to the consolidated financial statements.

As of 1 January 2014, the activities of ­Swisscom IT Services Ltd were integrated into the operations of ­Swisscom (Switzerland) Ltd. The reporting, which is based on the management structure, was not adjusted, however. It is, as in 2013, divided into the segments “Residential Customers”, “Small and Medium-Sized Enterprises”, “Corporate Business”, “Wholesale” and “Network & IT”, which are grouped together as “Swisscom Switzerland”, as well as “Fastweb”, “Other Operating Segments” and “Group Headquarters”. “Other Operating Segments” mainly comprises ­Swisscom IT Services and Group Related Businesses, while “Group Headquarters” primarily covers the Group divisions and the employment company Worklink AG.

Changes as of 2015

The absorption merger of ­Swisscom IT Services Ltd with ­Swisscom (Switzerland) Ltd will take place at the beginning of 2015 and mark the legal completion of the integration. From 2015, segment reporting will be adjusted to the management structure and ­Swisscom IT Services – as well as ­Swisscom Real Estate Ltd – will then be reported in the “Swisscom Switzerland” segment.

1.1.2 Listed companies

The ­Swisscom Group comprises the following listed companies:

Swisscom Ltd

Swisscom Ltd, a company governed by Swiss law and headquartered in Ittigen (canton of Berne, Switzerland), is listed in the Main Standard of the SIX Swiss Exchange (Securities No. 874251; ISIN Code: CH0008742519; Ticker Symbol: SCMN). Trading in the United States is conducted over-the-counter (OTC) as a level 1programme (Symbol: SCMWY; ISIN No.: CH008742519; CUSIP for ADR: 871013108). At 31 December 2014, ­Swisscom Ltd had a stock market capitalisation of CHF 27,067 million.

PubliGroupe Ltd

Swisscom Ltd acquired PubliGroupe Ltd in 2014 within the framework of a public takeover. The takeover price was CHF 474 million. PubliGroupe Ltd, a company governed by Swiss law and headquartered in Lausanne (Switzerland), is listed in the Main Standard of the SIX Swiss Exchange ­(Securities No.: 462630; ISIN Code: CH0004626302; Ticker Symbol: PUBN). At 31 December 2014, PubliGroupe Ltd had a stock market capitalisation of CHF 493 million. ­Swisscom Ltd currently holds 98% of the shares in PubliGroupe Ltd. On 18 September 2014, PubliGroupe Ltd requested the ­cancellation of the untendered shares (squeeze-out). On 1 October 2014, it submitted an application for the delisting of the registered shares to the SIX Exchange Regulation. SIX Swiss Exchange approved the application on 22 October 2014. The delisting is scheduled to take place in the first quarter of 2015.

1.2 Disclosure notifications of significant shareholders

Pursuant to Article 20 of the Federal Act on Stock Exchanges and Securities Trading, there is a duty to disclose shareholdings where a person or group subject to the disclosure obligation reaches, exceeds or falls below 3, 5, 10, 15, 20, 25, 331/3, 50 or 662/3 per cent of the voting rights of ­Swisscom Ltd.

In the year under review, no participations subject to the disclosure obligation were reported to ­Swisscom Ltd. No disclosure notifications were therefore published on the disclosure and publication platform of the Disclosure Office of SIX Swiss Exchange. Information on significant shareholders can be found in Note 8 to the financial statements of ­Swisscom Ltd.

1.3 Cross-shareholdings

No cross-shareholdings exist between ­Swisscom Ltd and other public limited companies.