Helvetia Baloise Holding Ag · SIX:HBAN
Helvetia Baloise — Merger or Acquisition (April 2025)
16 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 Media presentation on the merger of Helvetia and Baloise 22 April 2025 1
Slide 2: Presenting and answering your questions today
Presenting and answering your questions today Thomas von Planta Thomas Schmuckli Fabian Rupprecht Michael Müller Chairman Baloise Chairman Helvetia CEO Helvetia CEO Baloise 2
Slide 3: 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 4: Textbook example of a "Merger of Equals" – reflected in a balanced governance framework
Textbook example of a “Merger of Equals” – reflected in a balanced governance framework Name Helvetia Baloise Holding Ltd Headquarters Basel Will be jointly developed, Important Logo St. Gallen following Baloise’s logo location Senior Executives and Board Composition Thomas Ivo Fabian Michael von Pl
Slide 5: "Merger of Equals" executed by way of an all-share transaction
“Merger of Equals” executed by way of an all-share transaction Merger Structure & Ownership Structure & Exchange Ratio Dividends • Merger of equals: • 100% stock consideration • Each company to distribute ~53% Helvetia/ ~47% Baloise1,2 ordinary FY2024 dividends3 • Fixed exchange ratio¹ of • Support
Slide 6: A new era begins with the formation of Helvetia Baloise
A new era begins with the formation of Helvetia Baloise + 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 o
Slide 7: Merging the two companies is the next logical step for both
Merging the two companies is the next logical step for both in the implementation of their respective strategies 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 expertis
Slide 8: Creating a leading European insurance group strongly anchored in the Swiss market
Creating a leading European insurance group strongly anchored in the Swiss market 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% Baloise #3 1.9 4.1
Slide 9: Realising significant synergies with attractive value creation for all stakeholders
Realising significant synergies with attractive value creation for all stakeholders ~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, in the regions of Switzerl
Slide 10: Deep mutual knowledge and similar values, culture and aligned strategic goals and vision
Deep mutual knowledge and similar values, culture and aligned strategic goals and vision 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 com
Slide 11: Dedicated committee to facilitate a seamless integration
Dedicated committee to facilitate a seamless integration 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 2
Slide 12: 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 13: Timely completion of the transaction planned following shareholder approval and regulatory clearance
Timely completion of the transaction planned following shareholder approval and regulatory clearance 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 •
Slide 14: Today marks a historic day for Baloise and Helvetia – a new era begins
CONFIDENTIAL Today marks a historic day for Baloise and Helvetia – a new era begins with the formation of Helvetia Baloise Creating a leading European insurer with strong Swiss roots Realising significant synergies with attractive value creation for all stakeholders Deep mutual knowledge and similar
Slide 15: Happy to take your questions
Happy to take your questions 15
Slide 16: 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
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