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Swiss Life/Rentenanstalt: New holding structure and capital increase

23.10.2002

1'349 of Swiss Life/Rentenanstalt's shareholders voted at the extraordinary general meeting of 23 October 2002, for the benefit of Swiss Life Holding, to revoke the clause in the articles of association restricting a shareholder's voting rights to 10% of the share capital. In doing so they paved the way for the introduction of the holding company structure and the announced capital increase at the level of Swiss Life Holding. This capital increase is to raise equity funds for the Group amounting to CHF 0.9 to 1.2 billion. A considerable number of larger institutional investors have already indicated that they will take part.

The Swiss Life Group intends to strengthen its total core capital and introduce a holding company structure. The moves are aimed at creating the necessary flexibility to implement the new strategy but also to put the conditions in place to ensure optimal financial planning for the Group. The necessary resolutions in this regard were placed before the extraordinary general meeting of shareholders on 23 October 2002.

For the introduction of the holding company structure the new Swiss Life Holding launched a public exchange offer on 23 September 2002 for all Swiss Life/Rentenanstalt shares. This was already accepted by more than 75 percent of the shareholders during the regular offer period. The extension period begins on 24 October and ends on 6 November 2002. During this time, the remaining shareholders have another opportunity to exchange their Swiss Life/ Rentenanstalt shares for shares in Swiss Life Holding. The subscription ratio and subscription price will be announced on 13 November 2002. The subscription period runs from 19 to 27 November 2002. Trading in subscription rights runs from 19 to 26 November 2002 and the first day of trading for the new shares is 28 November 2002.

Following the introduction of the holding company structure the announced capital increase will be carried out at the level of Swiss Life Holding.

The resolutions passed at the extraordinary general meeting regarding a regular and a conditional capital increase at the Swiss Life/Rentenanstalt level are intended for the unlikely eventuality that the public exchange offer cannot be completed. Only the permits and authorisations from the SWX Swiss Exchange and the competent foreign authorities are still outstanding for the exchange offer and the introduction of the holding company structure to go ahead. On the other hand, the resolution passed by the general meeting dealing with the creation of authorised capital is aimed at facilitating the flexible allocation of equity funds between Swiss Life Holding and Swiss Life/Rentenanstalt in any case.

1'349 shareholders took part in the extraordinary general meeting at the Hallenstadion in Zurich. They represented 6'552'188 votes or 55.78% of the enfranchised share capital.
THIS PUBLICATION IS NOT BEING ISSUED IN THE UNITED STATES OF AMERICA AND SHOULD NOT BE DISTRIBUTED IN THE UNITED STATES, TO UNITED STATES PERSONS OR TO 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. IN ADDITION, THE SECURITIES OF SWISS LIFE HAVE NOT BEEN AND ANY SECURITIES OF SWISS LIFE HOLDING WILL NOT 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.
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