1 Group structure and shareholders

1.1 Group structure

1.1.1 Description of the operative structure

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 a divisional management structure that is organised into five divisions. Besides the two market divisions “Retail and Corporate Banking” and “International Wealth Management”, the management structure encompasses the functions of Group Chief Executive Officer (Group CEO), Group Chief Financial Officer (Group CFO) and Group Chief Digital & Operating Officer (Group CDO) (see chapter “Strategy and organisation”). 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.

The organisational structure of the LLB Group as at 31 December 2022 can be found here and the detailed segment reports here.

1.1.2 Listed companies included in the scope of consolidation

Liechtensteinische Landesbank AG, with its headquarters in Vaduz, is listed on the SIX Swiss Exchange. As at 31 December 2022, its market capitalisation stood at CHF 1’718.6 million (30’800’000 registered shares at a nominal value of CHF 5.00 at a year-end price of CHF 55.80).

Bank Linth LLB AG, with its headquarters in Uznach, was also listed on the SIX Swiss Exchange until 28 December 2022. On 27 January 2022, LLB published an advance notice announcing its public tender offer for publicly held Bank Linth shares. The offering prospectus was published on 25 February 2022. LLB’s intention was to increase its 74.9 per cent shareholding in Bank Linth’s share capital, which it had held since 2007, to 100 per cent. At the same time, LLB and Bank Linth communicated their joint intention to delist Bank Linth shares. The public tender offer met an extremely high level of acceptance. Almost all the shareholders tendered their shares to LLB, increasing its shareholding in Bank Linth to 99.9 per cent by 24 May 2022. Bank Linth applied to the SIX Swiss Exchange in early summer for the delisting of its shares. Following the conclusion of the legal proceedings, Bank Linth shares were definitively delisted from the SIX Swiss Exchange on 28 December 2022. The few remaining publicly held shares were cancelled earlier by court decision; the affected shareholders were compensated.

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 Liechtensteinische Landesbank AG. The Law on 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 2022, the Principality’s equity stake in the shares of Liechtensteinische Landesbank stood at 56.3 per cent. On 13 May 2022, Liechtensteinische Landesbank acquired 363’785 shares from the Principality of Liechtenstein, this in connection with its public tender offer to Bank Linth shareholders to purchase their Bank Linth shares. After this transaction, the Principality of Liechtenstein still holds 17’336’215 of the total 30’800’000 LLB shares. Detailed information about the development of this equity stake can be found at www.llb.li/capital+structure.

At 31 December 2022, the Haselsteiner Familien-Privatstiftung, Ortenburger Strasse 27, 9800 Spittal / Drau, Austria, and grosso Holding Gesellschaft mbH, Walfischgasse 5, 1015 Vienna, Austria, held 1’805’000 shares, or a share of 5.9 per cent of the capital and voting rights of LLB (https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/). The Haselsteiner Familien-Privatstiftung and grosso Holding Gesellschaft mbH constitute a shareholder 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 3.0 per cent of the share capital.

As at 31 December 2022, Liechtensteinische Landesbank AG held, directly or indirectly, a total of 179’881 of its own registered shares (0.6 % of the share capital). No shares were cancelled so that the capital structure remained the same. The repurchased shares are to be used for the purpose of future acquisitions or for treasury management purposes.

Less than 0.4 per cent of the share capital was 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.