Helvetia Baloise Holding Ag · SIX:HBAN
Helvetia Baloise — Merger or Acquisition (April 2025)
29 slides from Helvetia Baloise's merger presentation, Apr 22, 2025
Slide 1: Creating a leading European insurer with strong Swiss roots
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, OR IN ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW Creating a leading European insurer with strong Swiss roots 22 April 2025 1
Slide 2: Presenters
Presenters Fabian Rupprecht Michael Müller CEO Helvetia CEO Baloise 2
Slide 3: Agenda
Agenda 01 Transaction highlights 02 Strategic rationale and financial implications 03 Next steps and summary 3
Slide 4: Transaction highlights
Transaction highlights 4
Slide 5: Baloise + Helvetia = Helvetia Baloise
Baloise + Helvetia = Helvetia Baloise A new European insurance leader with strong Swiss roots Establishing the #2 insurance group in Switzerland with a ~20% market share Realising significant synergies with attractive value creation for all stakeholders + Deep mutual knowledge and similar values, cu
Slide 6: Helvetia and Baloise joining forces, creating Helvetia Baloise
Helvetia and Baloise joining forces, creating Helvetia Baloise, a Swiss-anchored European leader Business volume CHF 11.6 Bn Business volume CHF 8.6 Bn SST ratio ~290% SST ratio >200% Combined ratio 95.0% Combined ratio 92.9% Dividend1 CHF 355 M Dividend1 CHF 371 M Insurance expertise 160+ years Ins
Slide 7: Merger highlights
Merger highlights + Creating a leading European insurer strongly anchored in the Swiss market Business volume CHF 20 Bn ✓ Establishing the #2 insurance group in Switzerland with a ~20% market share and a 1 SST ratio1 >240% unique insurebanking model ✓ Building one of the largest listed Continental E
Slide 8: Key merger terms
Key merger terms Merger structure & − Merger of equals: ~53% Helvetia / ~47% Baloise 1,2 ownership − Anchor shareholder support from Patria Genossenschaft Structure & exchange − 100% stock consideration ratio − Structure: Baloise merges into Helvetia, with Helvetia remaining as the insurance holding
Slide 9: Key financial benefits of the transaction
Key financial benefits of the transaction Cost Additional cash Dividend synergies generation capacity uplift4 ~CHF 350 M ~CHF 220 M ~20% uplift run-rate1 on top of existing run-rate by financial year 2029 efficiency plans2 The transaction creates 80% of which to be realised by 2028 material and sust
Slide 10: Strategic rationale and financial implications
Strategic rationale and financial implications 10
Slide 11: Baloise and Helvetia joining forces, creating Helvetia Baloise
Baloise and Helvetia joining forces, creating Helvetia Baloise, a Swiss-anchored European leader Building together the insurer of choice in Switzerland Combined European footprint Market shares of Switzerland’s top Life & Non-Life insurance groups1 #1 9.3 9.3 21.2% Helvetia #2 5.4 3.2 8.6 19.6% Balo
Slide 12: Reaping benefits across a balanced, diversified and enlarged portfolio
Reaping benefits across a balanced, diversified and enlarged portfolio + = Helvetia Baloise As of FY2024 10% 17% 15% Switzerland Business 14% Germany 43% 43% volume 13% 44% Belgium 25% Spain 10% by geography Other EU markets 1 18% 11% 9% 16% 12% Specialty Markets2 Business 36% 43% Non-Life volume 52
Slide 13: Significant cost synergies on top of existing efficiency plans
Significant cost synergies on top of existing efficiency plans ~CHF 350 M1 on top of existing efficiency plans2 Key areas for cost synergies identified Most cost synergies are expected in Group of run-rate cost synergies 80% achieved by 2028 Functions and in the regions of Switzerland and Germany Ma
Slide 14: Seamless execution of our joint integration plan
Seamless execution of our joint integration plan Preparation of Start of Completion of Integration committee integration integration integration to be established starting upon upon closing, after three years, as a subcommittee of the shareholder approval expected in Q4 2025 expected in Q4 2028 Grou
Slide 15: Building on common financial priorities and leveraging complementary assets and scale
Building on common financial priorities and leveraging complementary assets and scale Common financial priorities Complementary assets and scale Unlock further potential of our highly Swiss roots valuable Swiss client base Improve geographic footprint and Geographies diversification thanks to comple
Slide 16: Strong commitment to our clients, employees and society
Strong commitment to our clients, employees and society >13m Clients >22k Employees − Improved proximity to clients − Strong cultural alignment, thanks to greater capabilities rooted in both Companies’ and enlarged distribution 160-year histories in network Switzerland − Enhanced customer service −
Slide 17: Key financial benefits of the transaction
Key financial benefits of the transaction Cost Additional cash Dividend synergies generation capacity uplift4 ~CHF 350 M ~CHF 220 M ~20% uplift run-rate1 on top of existing run-rate by financial year 2029 efficiency plans2 The transaction creates 80% of which to be realised by 2028 material and sust
Slide 18: Key Targets 2025-2027
Financial benefits come on top of our 2024 CMD commitments Underlying EPS CAGR1 9-11% Return on Equity 12-15%4 Key Targets 2025-2027 Underlying ROE2 13-16% Cash Remittance >CHF 2.0 Bn cumulative 2024-2027 >CHF 1.2 Bn Dividend distributions3 with ratchet Cash Pay-out Ratio >80%5 Credit rating at leas
Slide 19: Helvetia Baloise will continue to deliver attractive cash returns
Helvetia Baloise will continue to deliver attractive cash returns Total dividend distribution over the past 10 years in CHF M Dividend capacity 2 uplift from synergies +~20% 1 1 1 726 687 Continued commitment to 652 613 pay dividends at least equal 561 577 502 532 to prior year 439 469 353 371 321 3
Slide 20: Next steps and summary
Next steps and summary 20
Slide 21: Key next steps
Key next steps Annual Start of Extraordinary Estimated Announcement Operational CMD General Meetings General Meetings Closing Integration After Completion 22 April 25 April 23 May 4Q 2025 1Q 2026 of Formal Merger • Public announcement • Ordinary Annual General • Shareholder vote, i.a., on: • Regulat
Slide 22: Aligned vision for the future
CONFIDENTIAL Aligned vision for the future Creating a leading European insurer with strong Swiss roots Realising significant synergies with attractive value creation for all stakeholders Deep mutual knowledge and similar values, culture and aligned strategic goals and vision 22
Slide 23: Appendix
Appendix 23
Slide 24: Focused on our key pillars with attractive growth, synergy and profitability potential
Focused on our 6 key pillars with attractive growth, synergy and profitability potential Switzerland Germany Spain Belgium Specialty Markets Other EU Markets Synergies / Profitable Growth Synergies / Profitable Growth Profitable Growth Profitable Growth Profitable Growth Profitable Growth ✓ Top-2 pl
Slide 25: Helvetia and Baloise selected metrics
Helvetia and Baloise selected metrics FY2024 figures Business Volume (CHF Bn) 11.6 8.6 Combined Ratio (Margin) 95.0% 92.9% IFRS Net Income (CHF M) 502 3851 Total Cash Remittances (CHF M) 462 565 Dividend (CHF M) 355 371 Credit Rating (S&P / AM Best) A+ / a+ A+ SST Ratio ~290% >200% Shareholders’ Equ
Slide 26: Reaping benefits across a balanced, diversified and enlarged portfolio
Reaping benefits across a balanced, diversified and enlarged portfolio + = Helvetia Baloise As of FY2024 5% 8% 15% Switzerland 5% 5% 23% Germany Net income 12% Belgium 50% 54% by geography 1 59% Spain 21% 10% 13% Other EU Markets 5 11% Specialty Markets 9% 13% 6% Non-Life Net income 44% 47% Life by
Slide 27: Contact details
Contact details Helvetia Group Baloise Group Investor relations Investor relations Peter Eliot Rachael Burri Horst Becker Markus Holtz Alexandra Engesser Andrej Hug Head of Investor Relations Investor Relations Manager Investor Relations Manager Head of Investor Relations Investor Relations Manager
Slide 28: Legal Disclaimer
CONFIDENTIAL Legal Disclaimer Cautionary note This document was prepared by Helvetia Holding Ltd (“Helvetia”) and Baloise Holding Ltd (“Baloise”) and may not be copied, altered, offered, sold or otherwise distributed to any other person by any recipient without the consent of Helvetia and Baloise. T
Slide 29: Thank you for your attention
Thank you for your attention 29
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