Patria Genossenschaft acquires Baloise shares from Cevian Capital

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, 25 April 2025

Patria Genossenschaft has notified Helvetia Holding Ltd (Helvetia) that it has acquired 4,282,758 shares in Baloise Holding Ltd (Baloise), representing 9.351% of the capital and voting rights, from Cevian Capital on 25 April 2025. The acquisition is not subject to any conditions. Patria Genossenschaft will therefore be able to vote with these shares at the Extraordinary General Meeting of Baloise to be held on 23 May 2025 regarding the merger with Helvetia announced on 22 April 2025. The parties have agreed to treat the purchase price confidential.

At the same time, Baloise has informed Helvetia that it will not nominate a seventh member of the Board of Directors in connection with the merger with Helvetia. As a result, the Board of Directors of the combined company Helvetia Baloise Holding Ltd will have a total of 13 (instead of 14) members after the merger. The candidates have already been announced in the ad hoc announcement dated 22 April 2025 and in the merger documents.

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.