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Swiss Life has set the cash compensation for AWD shareholders at EUR 30 per share under the terms of the squeeze out and entered into a profit transfer agreement

09.01.2009

Under the terms of the squeeze out Swiss Life has set the cash compensation for the remaining AWD shareholders at EUR 30 per share. In addition, Swiss Life and AWD have entered into a profit transfer agreement. The squeeze out and the profit transfer agreement require the approval of the Annual General Meeting of AWD Holding AG, which will take place on 24 February 2009.

As AWD’s majority shareholder, Swiss Life has set the cash compensation to EUR 30.00 per share in accordance with §§ 327a ff. of the German Stock Corporation Act (AktG) within the framework of the squeeze out to transfer to Swiss Life the remaining shares of minority shareholders. The squeeze out enables the majority shareholder to acquire the holdings of minority shareholders in exchange for cash compensation, provided that the majority shareholder holds at least 95% of the shares. Swiss Life currently holds 96.7% of the AWD shares. Based on the outstanding shares, the total compensation amount thus comes to around EUR 38 million. Once the squeeze out has been successfully completed, Swiss Life will hold 100% of the shares of AWD Holding AG [and have the share delisted from the stock exchange].

Swiss Life and AWD have also entered into a profit transfer agreement. Under the terms of the agreement, minority shareholders will receive a cash compensation offer of EUR 30.00 in accordance with § 305 of AktG or an annual gross cash settlement of EUR 2.34 per share pursuant to § 304 of AktG.

The cash compensation for the squeeze out and the cash compensation offer and settlement within the framework of the profit transfer agreement are based on valuation reports drawn up by the auditing firm PricewaterhouseCoopers. The reports value AWD at EUR 1088 million, which corresponds to EUR 28.14 per share. This value exceeds the volume-weighed average share price in the three months prior to the announcement at the extraordinary general meeting of 24 November 2008, which amounts to EUR 27.93 per share. Swiss Life decided to set the cash compensation value at EUR 30.00 per share, which is also in line with the price offered to AWD shareholders under the terms of the public takeover bid of 14 January 2008.

The squeeze out and the profit transfer agreement still require the approval of the Annual General Meeting of AWD Holding AG, which will take place in Hanover on
24 February 2009.
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 is the majority shareholder of the Hanover-based AWD Group, one of Europe's top financial services providers for the medium- and high-income customer segments. AWD offers its clients independent financial advisory services. Around 6300 advisors and intermediaries work for the AWD Group in ten European countries.

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 staff of around 9000.
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