Carsten Maschmeyer is selling Swiss Life his 10.46% interest in AWD and his 26.75% share in MLP and buying into Swiss Life – AWD’s Board of Management is to be expanded

- Swiss Life is acquiring a 26.75% block of shares in MLP from Carsten Maschmeyer for an average price of EUR 11.72 per share or a total sum of EUR 307 million (around CHF 500 million). With this acquisition Swiss Life aims to strengthen its position in Germany in the area of financial advisory services focusing on retirement provisions.
- Carsten Maschmeyer is selling his remaining 10.46% stake in AWD to Swiss Life for the original public tender offer price of EUR 30 per share, or around EUR 120 million (approx. CHF 200 million). With this new position, Swiss Life already holds 96.71% of AWD.
- In return, Carsten Maschmeyer is buying Swiss Life shares for at least CHF 300 million, making him the company’s biggest individual shareholder with a stake of around 3%.
- AWD’s Board of Management will grow in size from three to eight members as of 1 September 2008 to support the company's expansion plans. Manfred Behrens, currently Swiss Life’s CEO Germany, will become Co-CEO of AWD together with Carsten Maschmeyer. The incumbent Board members, Nils Frowein and Wilhelm Zsifkovits, will be joined by the top managers from AWD’s three largest companies, namely, Rolf Wiswesser (Germany), Wolfgang Prasser (Austria and CEE) and Marco Baur (Switzerland). Finally, Martin Jünke, previously Director of Group Finance, will be appointed Chief Financial Officer and member of the Board of Management.
- In view of the two transactions announced today and to keep all its strategic development options open, Swiss Life has decided to limit its current share buyback programme to the CHF 1 billion envisaged for this year's tranche.

Carsten Maschmeyer, AWD's founder and major shareholder, commented: “I am delighted with how successful AWD's partnership with Swiss Life is proving to be. The measures now initiated represent a further step towards our goal of becoming the world’s premiere independent financial services provider. By expanding our Board of Management we gain additional resources and are optimally placed to drive our international growth even more vigorously. I am confident that AWD, as an excellently positioned IFA focusing on retirement provisions, staffed by top-class advisors and with a unique client base, will emerge stronger than ever from the sectoral transformation brought on by the international financial crisis.”

Rolf Dörig, Delegate of Swiss Life's Board of Directors, comments: “We are convinced that independent financial advice, particularly as regards retirement provisions, will continue to gain in importance. Thus AWD is very significant to Swiss Life in terms of our multi-channel strategy. We will continue to implement AWD’s successful business model of independent advice and push for international growth. Customers decide on the product they want from AWD's best-select range. By acquiring a strategic stake in MLP we aim to carve out an even stronger position in the German market for independent financial advice and to intensify our cooperation. MLP is a preferred provider among academics seeking optimal solutions for their retirement needs. The MLP consultants are known for the high-quality and professional services they deliver and the top-class training they receive. We are in contact with MLP and are not currently seeking to increase our stake in the company without consultation.”

Swiss Life now holds 96.71% of AWD and a 26.75% stake in MLP
Swiss Life is acquiring a 26.75% block of shares in MLP from Carsten Maschmeyer at an average price of EUR 11.72 per share or a total consideration of EUR 307 million (approximately CHF 500 million), plus costs and fees. More specifically, Swiss Life is buying 10.93% of the MLP shares directly from Carsten Maschmeyer and another 15.82% block from a bank via Carsten Maschmeyer. The acquisition of the overall stake is subject to the approval of the relevant authorities, in particular the competition authorities. With this strategic acquisition Swiss Life intends to strengthen its position in independent financial advisory services for Germany and to intensify its cooperation with MLP.

Furthermore, Carsten Maschmeyer will sell his remaining 10.46% stake in AWD Holding AG to Swiss Life by the end of 2008 for the public tender price already negotiated, namely EUR 30 per share or a total price of approximately EUR 120 million (around CHF 200 million). As Swiss Life already holds 86.19% of AWD, its share will rise to 96.71% once the purchase goes through. In view of the very small free float, Swiss Life plans to effect a squeeze out and delist the AWD share in the course of 2009.

Carsten Maschmeyer will become a Swiss Life shareholder
As part of the deal Carsten Maschmeyer will purchase Swiss Life shares amounting to at least CHF 300 million by the end of the first half of 2009, making him Swiss Life's biggest individual shareholder with a stake of 3%. The first tranche of the purchase involving at least CHF 150 million will be effected by the end of March 2009 at the latest. Carsten Maschmeyer will retain the first tranche shares for a minimum of two years following the close of sale.

AWD’s Board of Management is set for expansion
The Board of Management of AWD Holding AG will be extended to include additional members and functions as of 1 September 2008. The underlying reasons for this move are to lay solid foundations for further growth, to combine market proximity with best practice transfer and to further exploit the potential for efficiency improvements. Carsten Maschmeyer will be joined by Manfred Behrens, currently Swiss Life’s CEO Germany, who will assume the position of Co-CEO. Carsten Maschmeyer will focus in particular on strategic development and the entry into new markets. Furthermore, the Board will be expanded to include the managers of the three largest AWD companies – Rolf Wiswesser (Germany), Wolfgang Prasser (Austria and CEE) and Marco Baur (Switzerland) – thereby enabling quicker decisions and enhancing market proximity.
The deputy chairman of the Board, Nils Frowein, will assume the newly created role of Chief Operating Officer. Martin Jünke, previously Director of Group Finance at AWD, will be appointed Chief Financial Officer, and Wilhelm Zsifkovits will remain in charge of overall sales. In his new role as Co-CEO, Manfred Behrens will retain his seat in Swiss Life's Corporate Executive Board. His previous responsibilities will be assumed by Klaus Leyh, Head of Sales, until a new CEO for Swiss Life Germany is appointed.

Swiss Life limits its share buyback programme to CHF 1 billion
In view of these transactions and to keep its strategic development options open, Swiss Life has decided to limit its current share buyback programme to the planned 2008 tranche of CHF 1 billion. At Swiss Life’s 2008 Annual General Meeting on 8 May a share buyback programme of up to CHF 2.5 billion was approved, consisting of a CHF 1 billion tranche in 2008 and a second tranche of CHF 1.5 billion in 2009. As at 12 August 2008 Swiss Life had bought back a total of 1.47 million shares (4.2%) valued at CHF 416 million.

Swiss Life’s and AWD’s partnership to accelerate international growth is proceeding as planned
Within the framework of the partnership forged between Swiss Life and AWD in March 2008, there are no plans to change AWD's proven business model of independent financial advice or its own market presence. AWD will be managed within the Swiss Life Group as an autonomous business unit based in Hanover. As was announced at the end of March 2008, Swiss Life and AWD have launched various market, product and operations-related projects aimed at accelerating international growth. Each project is jointly managed by one Swiss Life and one AWD representative, with the goal of strengthening and expanding AWD's successful business model of independent advice. In Germany Swiss Life and AWD have already intensified their long-standing partnership. Swiss Life’s occupational disability and occupational pension products meet the criteria required for admittance to AWD’s best-select range. The two companies are now initiating cooperation measures in Switzerland. This autumn, a unit-linked annuity product with capital guarantee will be sold through selected AWD locations. Based on the experience gained, the product will also go on sale at the beginning of 2009 through all of Swiss Life's distribution channels in Switzerland. Plans are in the pipeline to launch additional products in both countries in 2009. Swiss Life and AWD are currently defining the joint strategy for further target markets outside of Germany and Switzerland. The initial focus is on Swiss Life's planned entry into the Austrian market in 2009, where AWD is market leader.

On 28 August 2008 Swiss Life and AWD will publish their first-half results. In line with standard practice, neither Swiss Life nor AWD will provide any information on the second-quarter business performance until this date.

Telephone conference for news agencies (in German only)
14 August 2008, 8:30 a.m.
Rolf Dörig, Delegate of Swiss Life’s Board of Directors
Carsten Maschmeyer, Chairman of the Board of Management at AWD

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Swiss Life
The Swiss Life Group is one of Europe's leading providers of life insurance and pension solutions. The Group offers individuals and corporations a broad range of products combined with comprehensive advice through its own sales force as well as brokers and banks in Switzerland, France and Germany. It provides internationally operating corporations with employee benefits solutions from a single source, and is among the global leaders in structured life and pension products for high net worth individuals with its centres of competence in Luxembourg, Liechtenstein and Singapore.

Swiss Life Holding Ltd, registered in Zurich, was founded in 1857 as Schweizerische Rentenanstalt. The shares of Swiss Life Holding Ltd are listed on the SWX Swiss Exchange (SLHN).

AWD is one of the leading European financial services providers in the medium and high-income customer segments and offers its clients independent financial advisory services. The Hanover-based company operates in ten European countries and has one of the biggest advisor networks in Europe. It serves the needs of around 500 000 customers every year. AWD’s product portfolio focuses on hedging and pension products, which make up over 70 per cent of its sales.
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