NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW

Ad hoc announcement pursuant to Art. 53 LR
St.Gallen / Basel, 22 April 2025

• Helvetia and Baloise announce intention to join forces in a merger of equals
• Creating the second largest Swiss insurance group with a combined market share of ~20% and largest insurance employer in Switzerland
• Generating approx. CHF 350 million run-rate pre-tax cost synergies before policyholder participation in addition to existing cost efficiency plans
• Meaningfully enhancing cash generation; dividend capacity to increase by approx. 20% by financial year 2029
• Similar culture, values, and vision, as well as balanced governance approach facilitating a seamless integration

The Boards of Directors of Helvetia Holding Ltd ("Helvetia") and Baloise Holding Ltd ("Baloise"), two leading Swiss composite insurance groups, propose to form "Helvetia Baloise Holding Ltd" ("Helvetia Baloise" or the "Group") by way of a merger of equals. With a business volume of CHF 20 billion across 8 countries and a global Specialty business, Helvetia Baloise will become the second largest insurance group in Switzerland and a leading European insurer. The high degree of cultural and strategic alignment offers a unique opportunity for a seamless integration, strengthening the Group for a new chapter of focused, yield-oriented growth. The merger is expected to generate run-rate pre-tax cost synergies of approximately CHF 350 million before policyholder participation, in addition to existing cost efficiency programmes, enhancing the distribution capacity and creating significant value for all its stakeholders.

Key terms

Merger structure and exchange ratio

• Merger of equals based on at-market reference prices
• Merger structure: Baloise merges into Helvetia. The Group will be listed on the SIX Swiss Exchange under the new name "Helvetia Baloise Holding Ltd" and will trade under the ticker symbol "HBAN"
• Fixed share exchange ratio^[1] of 1.0119 Helvetia shares for each Baloise share

Leadership and governance framework

• Board of Directors: comprised of 14 members consisting of 7 from Helvetia and 7 from Baloise; Chairman: Thomas von Planta (Chairman of Baloise's Board of Directors); Vice-Chairman: Ivo Furrer (member of Helvetia's Board of Directors)^[2]
• Group Executive Board: key members include CEO: Fabian Rupprecht (CEO of Helvetia); Deputy CEO and Head of Integration: Michael Müller (CEO of Baloise); CFO: Matthias Henny (from Baloise); CIO: André Keller (from Helvetia)^[3]
• The headquarters and registered domicile will be in Basel; Helvetia's current headquarters in St. Gallen will remain an important location
• The new logo will follow the design of Baloise's logo

Approval process

• Subject to approval from Helvetia and Baloise shareholders
• Support from Helvetia anchor shareholder Patria Genossenschaft comfirmed
• Customary regulatory and anti-trust approvals
• Anticipated closing in Q4 2025

A significant milestone in the Swiss insurance industry
Thomas von Planta, Chairman of Baloise Holding Ltd, says: "The merger to form Helvetia Baloise is a significant milestone in the history of the Swiss insurance industry. It's the next logical step for both companies in delivering against their respective strategies to become a leading European insurer and the second largest Swiss insurance group. The transaction will ensure the long-term attractiveness and competitiveness of the two long-standing Swiss companies in the local and international insurance market and generate superior value for customers, partners, employees, the public and shareholders."

Thomas Schmuckli, Chairman of Helvetia Holding Ltd, adds: "Leveraging our strong positioning in the market, we as two medium-sized listed insurance groups can tackle future challenges together supported by increased scale, improved profitability and a highly attractive value proposition for all our stakeholders. This merger is not just a strategic move; it is a commitment to our values and vision for a sustainable future. We are confident that Switzerland, as a business location, our customers, partners, employees and shareholders will benefit from this decision. Together, we are stronger and better equipped to drive growth in the future."

Pro forma combined figures (unaudited)

Strategic rationale: leverage strategic advantages for growth and innovation
The merger will create a leading composite insurance group in both Switzerland and Europe with more than 22,000 employees and a combined CHF 8.6 billion in gross premiums^[8] in the Life business and CHF 11.5 billion in the Non-Life business.

In its home market Switzerland, Helvetia Baloise will become the second largest insurance group in terms of overall business volume, reaching a market share of ~20% across all business lines (Life and Non-Life). It will also be the largest insurance employer. Beyond Switzerland, Helvetia Baloise will become a leading insurer with attractive positions in its European markets of Germany, France, Italy, Spain, Belgium, Austria, and Luxembourg as well as in its global Specialty business. The merger will combine similar strategies and leverage complementary strengths with a full suite of innovative insurance products and financial services.

The similar scale, complementary markets, and high synergy potential make this transaction a unique opportunity for sustainable value creation. Strong cultural alignment, rooted in both companies' 160-year histories in Switzerland, provides the best possible condition for a successful integration.

Significant synergies with attractive value creation
The merger is expected to create approximately CHF 350 million pre-tax cost synergies, before policyholder participation, in addition to current cost efficiency plans, of which ~80% is projected to be realised by 2028. To achieve the cost synergy targets, total integration costs of approximately CHF 500-600 million in the coming years are expected, most of which are foreseen to be incurred by 2028. As a result, additional cash generation^[9] of ~CHF 220 million on a run-rate basis and ~20% dividend capacity uplift by financial year 2029 compared to current standalone consensus forecasts and extrapolations are expected.

Helvetia Baloise will benefit from a very strong solvency capital position with an estimated SST ratio of more than 240% as of 1 January 2025. Additional upside from capital and revenue synergies will materialise over time.

Any merger-related job reductions in countries where there is duplication will be implemented before 2029 and shall be achieved by natural attrition and early retirement whenever possible. Helvetia Baloise is committed to managing this process in a socially responsible manner with fairness and support for the people affected. 

Strong commitment to customers, partners, and employees
Helvetia Baloise is deeply committed to its customers, partners, and employees, ensuring that their needs and aspirations are at the forefront of their business. The merger will significantly improve customer proximity by expanding the companies' capabilities and enlarging their individual distribution networks, allowing the Group to serve its joint customers more efficiently and effectively. By leveraging complementary strengths and best practices, the Group will further enhance its customer service. The strong cultural alignment is further strengthened by a dedicated management team, which will ensure that Helvetia Baloise is led in the long-term interests of its customers, partners, employees and shareholders.

Fabian Rupprecht, CEO of Helvetia says: "We are very excited about this amazing opportunity to build a European insurance leader with strong Swiss roots. Helvetia Baloise will become the largest employer in the Swiss insurance industry with the greatest possible proximity to customers. This, coupled with the combined expertise of two players that each have been successful for over 160 years, are key factors for future success and sustainable value generation for all our stakeholders."

Michael Müller, CEO of Baloise concludes: "The complementary strengths of the two companies make Helvetia Baloise a relevant insurance and finance partner with Swiss roots and a strong market presence in Europe. The merger adds gravity in our markets and unlocks a new era and opportunities to deliver focused, yield-oriented growth to our shareholders. This is a unique chance to consolidate our position as a leading European insurance and financial services provider."

Boards of Directors of Helvetia and Baloise propose to their shareholders to approve the merger
The parties have concluded that a merger of equals by way of absorption is the most efficient and tax-neutral transaction structure. The combined entity will be renamed "Helvetia Baloise Holding Ltd". As part of the merger, Baloise shareholders will receive 1.0119 new Helvetia shares for each Baloise share^[10]. The share exchange ratio was determined based on the volume-weighted average prices (VWAP) of the shares of both companies over the last 30 trading days preceding the announcement. In its independent fairness opinion to the two Boards of Directors, IFBC has confirmed that the exchange ratio is fair and appropriate from a financial point of view. The fairness opinion is available here.

The Boards of Directors of both companies will propose that their shareholders approve the merger at the respective Extraordinary General Meetings, which are planned on 23 May 2025. Patria Genossenschaft, the largest shareholder of Helvetia, which currently holds 34.1% of the share capital of Helvetia, has already committed to vote in favour of the merger.

The merger agreement, the joint merger report, the report of the joint merger auditor, the fairness opinion, all dated 21 April 2025, as well as a shareholders' brochure on the planned merger will be available for inspection at the registered offices of both Helvetia and Baloise as of today. The annual reports of the last three years of both companies will also be available.

These documents can also be viewed and downloaded from the websites of the two companies at www.helvetia.com/merger-documents and www.baloise.com/merger.

Next steps

The transaction is expected to close in Q4 2025 and is subject to customary regulatory and anti-trust approvals as well as the approval of the two Extraordinary General Meetings. Each company will distribute ordinary dividends related to their full-year 2024 results subject to approval by shareholders at their respective Annual General Meetings. Baloise's share buy-back programme will not be implemented, provided that the merger is approved by the shareholders at the Extraordinary General Meetings.

The current statutory auditor of Helvetia, KPMG, Zurich, is to remain in its position for a transitional period following the completion of the merger. The parties intend to re-tender the audit mandate by 2027 at the latest, in view of the election of the statutory auditor at the Annual General Meeting in 2028.

J.P. Morgan Securities plc is acting as exclusive financial advisor and Walder Wyss is acting as legal advisor to Helvetia. Morgan Stanley & Co. International plc is acting as lead financial advisor and Lenz & Staehelin served as legal advisor to Baloise in connection with this transaction. UBS also acted as financial advisor to Baloise.

About the Helvetia Group
Helvetia Insurance Group, with its headquarters in St. Gallen, has grown since 1858 to become a successful international insurance group with strong Swiss roots, over 14,000 employees (FTE) and more than 6.7 million customers. It has always been there for its customers when it matters. In the Swiss, Spain and GIAM (German, Italian and Austrian Markets) segments, Helvetia positions itself as a Local Customer Champion and supports its customers throughout their lives as their preferred provider. It also focuses on the rapidly growing segment of customers over 50. In all of its segments, and in the Specialty Markets segment in particular, Helvetia strives to generate growth as a global specialist in the international specialty lines business and in reinsurance. Thanks to its lean and flexible structures, Helvetia is able to focus on profitability in a cyclical business. At the same time, Helvetia uses its expertise in its European retail markets to offer specialty solutions to SME customers. With a business volume of CHF 11.6 billion, Helvetia generated underlying earnings of CHF 528.5 million and an IFRS period result of CHF 502.4 million in the 2024 financial year. The shares of Helvetia Holding AG are traded on SIX Swiss Exchange.

Cautionary note
This document was prepared by Helvetia Group and may not be copied, altered, offered, sold or otherwise distributed to any other person by any recipient without the consent of Helvetia Group. The English version of this document is decisive and binding. Versions of the document in other languages are made available purely for information purposes. Although all reasonable effort has been made to ensure that the facts stated herein are correct and the opinions contained herein are fair and reasonable, where any information and statistics are quoted from any external source such information or statistics should not be interpreted as having been adopted or endorsed as accurate by Helvetia Group. Neither Helvetia Group nor any of its directors, officers, employees and advisors nor any other person shall have any liability whatsoever for loss howsoever arising, directly or indirectly, from any use of this information. The facts and information contained in this document are as up to date as is reasonably possible but may be subject to revision in the future. Neither Helvetia Group nor any of its directors, officers, employees or advisors nor any other person makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this document.

This document may contain projections or other forward-looking statements related to Helvetia Group which by their very nature involve inherent risks and uncertainties, both general and specific, and there is a risk that predictions, forecasts, projections and other outcomes described or implied in forward-looking statements will not be achieved. We caution you that a number of important factors could cause results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: (1) changes in general economic conditions, in particular in the markets in which we operate; (2) the performance of financial markets; (3) changes in interest rates; (4) changes in currency exchange rates; (5) changes in laws and regulations, including accounting policies or practices; (6) risks associated with implementing our business strategies; (7) the frequency, magnitude and general development of insured events; (8) mortality and morbidity rates; (9) policy renewal and lapse rates as well as (10), the realisation of economies of scale as well as synergies. We caution you that the foregoing list of important factors is not exhaustive; when evaluating forward-looking statements, you should carefully consider the foregoing factors and other uncertainties. All forward-looking statements are based on information available to Helvetia Group on the date of its publication and Helvetia Group assumes no obligation to update such statements unless otherwise required by applicable law.

This document is not an offer of merger consideration shares in the United States. Neither the merger consideration shares nor any other securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and neither the merger considerations shares nor any other securities may be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act. This document must not be forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into the United States.

This document is for information purposes only and does not constitute an offer to sell or an offer or solicitation to buy or subscribe to securities, nor does it constitute financial analysis or advice or a recommendation relating to financial instruments in any member state of the European Union. This document does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Regulation (EU) 2017/1129 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"). No action has been or will be taken in any member state of the European Union in relation to the securities to permit a public offering of securities. This document does not constitute a prospectus for the purposes of the Prospectus Regulation.