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Annual General Meeting of Shareholders of Swiss Life Holding on 18 May 2004 in Zurich

23.04.2004

The purpose of this publication is to inform Swiss Life shareholders and the public. It contains information on a planned capital increase. This publication does not constitute an offer to buy or to subscribe for shares or other securities of Swiss Life Holding and it does not constitute an offering circular within the meaning of Art. 652a of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of SWX Swiss Exchange. Should Swiss Life Holding conduct one or more capital increases in future investors should take their decision to buy or to subscribe to new shares or other securities solely based on the relevant offering circular. Investors are furthermore advised to consult their bank or financial adviser.

This publication contains specific forward-looking statements, e.g., statements including terms like “believe”, “assume”, “expect” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not rely on forward-looking statements. Swiss Life Holding assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

These materials are not for distribution, directly or indirectly, in or into the United States, Canada, Japan and Australia.

They are not an offer to subscribe for or purchase securities in Swiss Life Holding, whether in the United States or elsewhere. The securities of Swiss Life Holding may not be offered or sold in the United States, unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance.

Goldman Sachs International and UBS Investment Bank are acting for Swiss Life Holding and no-one else in connection with the proposed financing and capital raising by Swiss Life Holding and will not be responsible to anyone other than Swiss Life Holding for providing the protections afforded to clients of Goldman Sachs International and UBS Investment Bank or for advising any other person in relation to the proposed transaction or any transaction or arrangement referred in this publication.

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