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Public exchange offer by Swiss Life Holding: 92.27% of registered shares tendered

07.11.2002

A total of 10 839 509 Swiss Life/Rentenanstalt registered shares were tendered to Swiss Life Holding by the end of the extension period on 6 November 2002 for exchange. This means that Swiss Life Holding now controls a total of 92.27 % of the Swiss Life/Rentenanstalt share capital and votes. Swiss Life Holding registered shares are expected to be traded on virt-x for the first time on 19 November 2002.

By the end of the extension period on 6 November 2002 a total of 10 839 509 Swiss Life registered shares had been tendered to Swiss Life Holding for exchange. This corresponds to 92.27 % of the 11 747 000 Swiss Life/Rentenanstalt registered shares which are the subject of the exchange offer. This means that Swiss Life Holding now controls a total of 92.27 % of Swiss Life/Rentenanstalt's share capital and votes.

Following the expiry of the extension period Swiss Life Holding has declared the exchange offer a success with the proviso that those conditions which had still to be met at the end of the extension period are fulfilled on time. They will be considered to have been met as follows:

- The extraordinary general meeting of Swiss Life/Rentenanstalt shareholders of 23 October 2002 resolved to lift the 10% restriction on voting rights. This condition has thereby been met.
- The competent domestic and foreign authorities shall grant to Swiss Life Holding and, if applicable, to Swiss Life/Rentenanstalt, any permits and authorisations required by Swiss Life Holding and Swiss Life/Rentenanstalt to continue their previous activities. At the present time such permits and authorisations have not yet been received from the competent supervisory authorities in France, Italy and Spain due to the time allotted for processing. This condition has thus not yet been met.
- Swiss Life Holding has lodged an application with SWX Swiss Exchange for the listing of its registered shares and admission to trading thereof on virt-x. The listing decision by SWX Swiss Exchange is expected to be received on time before the first trading day for Swiss Life Holding registered shares. This condition has thus not yet been met.


It is expected that the exchange of Swiss Life/Rentenanstalt registered shares for Swiss Life Holding registered shares will be effected with value date 19 November 2002. Swiss Life Holding registered shares are also expected to be listed for the first time on the SWX Swiss Exchange on 19 November 2002.

Bruno Pfister, CFO: "The success of the exchange offer is a clear indication of the overwhelming support amongst our shareholders for the proposed way forward for Swiss Life Holding. We are looking forward with confidence to the capital increase which lays the ground for an effective and timely implementation of our strategy."


Swiss Life Holding
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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