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Swiss Life launches CHF senior convertible bonds issue

13.11.2013

Swiss Life Holding AG (the "Issuer" or "Swiss Life") announces today the launch of an offering of up to CHF [500] million senior unsecured convertible bonds due 2020 (the "Bonds"). By the envisaged issuance of the Bonds Swiss Life takes advantage of the currently favourable market conditions. The proceeds of the transaction will be used for general corporate purposes.

The Bonds will be convertible into approximately [2.0-2.1] million registered shares of Swiss Life Holding AG (the "Shares"), representing approximately [6.1-6.5%] of the current outstanding share capital. The Shares to be delivered upon conversion will be sourced from conditional capital. The Bonds are expected to carry a coupon of between [0.0%] and [0.25%] per annum, payable annually in arrears and the conversion price is expected to be set at or between [27%] and [35%] over the volume weighted average price of the shares between announcement and pricing of the Bonds today. The final terms will be determined by way of an institutional bookbuilding process and will be announced later today after the conclusion of the bookbuilding. The Bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or repurchased and cancelled, will mature on [2 December 2020] at 100% of their principal amount. The Bonds will be provisionally allocated to investors participating in today's bookbuilding. Such allocation of the Bonds remains subject to a pro rata reduction relative to the number of advance subscription rights being exercised by the existing shareholders during the rights exercise period ("clawback"). Existing shareholders will be granted advance subscription rights to subscribe for the newly issued Bonds in proportion to their current shareholding. Based on an potential issue size of CHF 500 million, each shareholder has the right to purchase 1 Bond of CHF [5,000] nominal amount at issue price, for every [320] Shares held on 12 November 2013, after the close of trading. The advance subscription rights will not be tradable. Advance subscription rights not exercised by existing Swiss Life shareholders during the rights exercise period from Monday, 18 November 2013 until Friday, 22 November 2013, 12:00 noon CET, will expire and become null and void. Bonds for which advance subscription rights have been validly exercised will be deducted from investors who participated in today’s bookbuilding. Definitive allocations are expected to be announced by Swiss Life on or around [25] November 2013.

Swiss Life intends to make an application for the Bonds to be admitted for listing and trading on the SIX Swiss Exchange with provisional trading expected to start on or about [25 November 2013]. Payment and settlement of the Bonds is expected on or about [2 December 2013].

The offering consists of an offering to the holders of advance subscription rights and to the public in Switzerland and a private offering in certain jurisdictions other than Switzerland and the United States of America in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, and in accordance with applicable securities laws and regulations.

Deutsche Bank and UBS Investment Bank are acting as Joint Bookrunners on the offering.

Information

Media Relations

Phone +41 43 284 77 77

media.relations@swisslife.ch

Investor Relations

Phone +41 43 284 52 76

investor.relations@swisslife.ch

www.swisslife.com

Further information

All our media releases can be found at swisslife.com/mediareleases

Swiss Life

The Swiss Life Group is one of Europe's leading comprehensive life and pensions and financial solutions providers. In its core markets of Switzerland, France and Germany, Swiss Life offers individuals and corporations comprehensive and individual advice plus a broad range of own and partner products through its sales force and distribution partners such as brokers and banks.

Swiss Life Select, tecis, HORBACH, Proventus and Chase de Vere advisors choose suitable products for customers from the market according to the Best Select approach. Swiss Life Asset Managers offers institutional and private investors access to investment and asset management solutions. Swiss Life provides multinational corporations with employee benefits solutions and high net worth individuals with structured life and pensions products.

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 SIX Swiss Exchange (SLHN). The Swiss Life Group employs a workforce of around 7000, with approximately 4500 certified financial advisors.


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THIS PRESS RELEASE IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA (THE “UNITED STATES” OR “U.S.”) AND SHOULD NOT BE DISTRIBUTED TO U.S. PERSONS OR PUBLICATIONS WITH A GENERAL CIRCULATION IN THE UNITED STATES. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES NOR DOES IT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF ARTICLES 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS PURSUANT TO THE LISTING RULES OF THE SIX SWISS EXCHANGE. ANY DECISION TO PURCHASE ANY SECURITIES REFERRED TO HEREIN SHOULD BE SOLELY BASED ON THE RELEVANT PROSPECTUS. IN ADDITION, NEITHER THE BONDS NOR THE SHARES OF SWISS LIFE HOLDING AG INTO WHICH THE BONDS ARE CONVERTIBLE HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS ABSENT FROM REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES LAWS.

THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN CANADA, AUSTRALIA, JAPAN, ITALY OR IN ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

IN CONNECTION WITH THE OFFERING OF THE BONDS, UBS AG (THE “STABILISATION AGENT”) OR ANY PERSON ACTING ON BEHALF OF THE STABILISATION AGENT MAY OVER-ALLOT THE BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISATION AGENT (OR PERSONS ACTING ON BEHALF OF THE STABILISATION AGENT) WILL UNDERTAKE STABILISATION ACTIONS. SUCH STABILISATION, IF BEGUN, MAY BE ENDED AT ANY TIME, AND MUST BE BROUGHT TO AN END AFTER 30 CALENDAR DAYS AFTER THE FIRST TRADING DAY OF THE BONDS. ANY STABILISATION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION AGENT (OR PERSONS ACTING ON BEHALF OF THE STABILISATION AGENT) IN ACCORDANCE WITH ARTICLE 55E OF THE ORDINANCE ON THE SWISS FEDERAL ACT ON STOCK EXCHANGES AND SECURITIES TRADING AND ANY OTHER APPLICABLE LAWS AND RULES.

IN THE UNITED KINGDOM, THIS PRESS RELEASE IS DIRECTED ONLY AT (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") AND (II) HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND (III) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

IN ADDITION, IF AND TO THE EXTENT THAT THIS PRESS RELEASE IS COMMUNICATED IN, OR THE OFFER OF SECURITIES TO WHICH IT RELATES IS MADE IN, ANY EUROPEAN ECONOMIC AREA MEMBER STATE THAT HAS IMPLEMENTED DIRECTIVE 2003/71/EC, AS AMENDED (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE “PROSPECTUS DIRECTIVE”), THIS PRESS RELEASE AND THE OFFERING OF ANY SECURITIES DESCRIBED HEREIN ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS IN THAT MEMBER STATE WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE (OR WHO ARE OTHER PERSONS TO WHOM THE OFFER MAY LAWFULLY BE ADDRESSED) AND MUST NOT BE ACTED ON OR RELIED ON BY OTHER PERSONS IN THAT MEMBER STATE.

THIS PRESS RELEASE IS NOT DIRECTED TO ITALIAN RESIDENTS OTHER THAN ITALIAN QUALIFIED INVESTORS.

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