Press Release: In its report addressed to the shareholders, the Nationale Suisse Board of Directors unanimously supports the alliance with Helvetia

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   August 08, 2014 11:46 ET (15:46 GMT)- - 11 46 AM EDT 08-08-14

-2 of 2- 08 Aug 2014 15:46:00 UTC  Press Release: In its report addressed to the shareholders, the Nationale Suisse Board of Directors unanimously supports the alliance with Helvetia

Nationale Suisse / In its report addressed to the shareholders, the Nationale Suisse Board of Directors unanimously supports the alliance with Helvetia . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

The Board of Directors of Nationale Suisse analysed the takeover offer of Helvetia that was published today in a report addressed to the shareholders. The report concludes that the takeover promises advantages for customers, shareholders and employees alike. Based on a fairness opinion prepared by Bank J. Safra Sarasin, the Board of Directors of Nationale Suisse judges the offer price to be reasonable and therefore unanimously proposes the acceptance of Helvetia's offer by the shareholders.

Helvetia announced its intention to submit a takeover offer for Nationale Suisse on 7 July 2014. At this time already, the Board of Directors of Nationale Suisse unanimously welcomed Helvetia's intention. Helvetia published the offer prospectus today. At the same time the Board of Directors of Nationale Suisse is submitting its report to the company's shareholders setting out its opinion of Helvetia's offer.

Joint entrepreneurial potential

In its report the Board of Directors of Nationale Suisse explains that a merger between Helvetia and Nationale Suisse will create an insurance group that is built on a solid foundation, combines their mutual strengths and has good chances of success. For the employees of Nationale Suisse, a healthy company with a leading position in its home market and an international profile is an attractive employer. Thanks to its solid capitalisation and stable shareholder base, the new insurance group is guaranteed to be a reliable partner for its employees and customers. The report further points out that the takeover means that Helvetia can substantially strengthen its position as the new number three in the Swiss insurance market with a combined premium volume of more than CHF 5 billion. There is also a good balance between the Group's life and non-life business. The foreign operations of the two companies complement one another well and will strengthen the Group's position in the most important European retail markets with a combined premium volume of around CHF 3 billion. The insurance group born from the merger will generate a premium volume of CHF 9 billion, including the specialty lines business.

Reasonable offer price

To judge the adequacy of the offer price, the Board of Directors mandated Bank J. Safra Sarasin to prepare a fairness opinion. The valuation is based on projected income statements of Nationale Suisse that were audited for plausibility and consistency. Nationale Suisse was valued on a stand-alone basis using a discounted cash flow analysis. The volume-price trend of the Helvetia share was also analysed. The conclusion was that the share component of the offer is liquid. According to the fairness opinion, the offer price of CHF 52.00 in cash and 0.0680 Helvetia shares per Nationale Suisse share is fair and adequate from a financial viewpoint.

Given the positive corporate perspectives and the outcome of the fairness opinion, the report of the Board of Directors of Nationale Suisse concludes that Helvetia is a very good partner for Nationale Suisse and that the takeover offers an excellent platform for the employees of Nationale Suisse. Thanks to the share component included in the offer price, the shareholders of Nationale Suisse can also profit from the upside potential of the new insurance group. The Board of Directors unanimously advises the shareholders to accept Helvetia's offer.

Transaction timetable

8 August 2014: Publication of Helvetia's offer prospectus

25 August - 19 September 2014: Offer period

17 September 2014: Extraordinary general meeting of Helvetia

26 September - 9 October 2014: Extended offer period

29 September 2014: Extraordinary general meeting of Nationale Suisse

Around 20 October 2014: Settlement, Nationale Suisse becomes part of the Helvetia Group

Nationale Suisse will continue to operate and report on its activities as usual, regardless of the merger with the Helvetia Group. The most important dates are the following:

3 September 2014: Publication of the interim report

25 March 2015: Publication of the annual results for 2014

18 May 2015: Annual general meeting 2015

Further information

The report of the Board of Directors of Swiss National Insurance Company Ltd pursuant to Art. 29 of the Federal Act on Stock Exchanges and Securities Trading (BEHG) and the fairness opinion prepared by J. Safra Sarasin can be found at the following link: http://www.nationalesuisse.com/investor-relations

Brief profile

Nationale Suisse is an innovative, international and independent Swiss insurance group providing first-class risk and pension solutions in non-life and life business as well as a growing number of tailored specialty lines products. Consolidated gross premiums came to CHF 1.5 billion in 2013. The Group comprises the parent company and about 20 subsidiaries and branch offices for focused product lines in Switzerland, Italy, Spain, Germany, Belgium, Liechtenstein, Turkey, Asia and Latin America. The headquarters of Swiss National Insurance Company Ltd are in Basel. Nationale Suisse is listed on the SIX Swiss Exchange (NATN). On 31 December 2013, the Group employed 1 918 staff (full-time equivalents).

Information Remo Meier Nationale Suisse Investor Relations Steinengraben 41 Phone +41 61 275 22 45 4003 Basel Fax +41 61 275 22 21 Switzerland investor.relations@nationalesuisse.com www.nationalesuisse.co m/investor-relations

Jonas Grossniklaus Nationale Suisse Media Relations Steinengraben 41 Phone +41 61 275 28 11 4003 Basel Fax +41 61 275 22 21 Switzerland media.relations@nationalesuisse.com www.nationalesuisse.co m/media-relations

Key dates Publication of the Interim Report 03.09.2014 Media conference to announce interim financial results 03.09.2014 at Widder Hotel, Zurich Financial analysts' conference at Widder Hotel, Zurich 03.09.2014

Disclaimer and exclusion of liability

The purpose of this press release is to inform the public about certain events or developments arising from the company's business. The information published in this article is not an advertisement, offer or recommendation to engage in transactions involving securities or other products of Nationale Suisse or any other type of transaction. This press release may contain certain forward-looking statements. Even if these forward-looking statements reflect the opinion and expectations of Nationale Suisse, a number of risks, uncertainties and other important factors may lead to actual developments and results differing strongly from the expectations of Nationale Suisse. It is pointed out expressly that the statements and projections contained in this press release are selective in nature. Nationale Suisse provides no guarantee, either explicitly or implicitly, regarding the accuracy and completeness of the statements and forecasts published in this press release. Neither Nationale Suisse nor its executive bodies or senior managers accept any liability for any damage or losses arising directly or indirectly from the use of this press release. Unless otherwise provided by applicable binding law Nationale Suisse is under no obligation to update or amend the statements contained in this press release, be it in response to new information, future events or any other reasons.

Updated post-publication information is available on our website www.nationalesuisse.com. You may find further details and forecasts about the business of Nationale Suisse there.

Press release: http://hugin.info/100296/R/1847522/644461.pdf

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Nationale Suisse via Globenewswire

HUG#1847522

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Nationale Suisse

Steinengraben 41 Basel Switzerland

WKN: 1081197;ISIN: CH0010811971;

http://www.nationalesuisse.com (END) Dow Jones Newswires

   August 08, 2014 11:46 ET (15:46 GMT)- - 11 46 AM EDT 08-08-14