The Board of Directors comments on zCapital’s proposals

Basel, 26^th of March 2024. zCapital AG, based in Zug, proposes to the General Meeting on the 26^th of April 2024 that the registration and voting rights restriction at Baloise Holding AG be lifted. Baloise’s Board of Directors encourages shareholders to vote and recommends zCapital’s proposals be rejected. The Board offers the prospect to amend the corresponding provisions of the articles of association at the 2025 General Meeting.

On the 21^st of February 2024, asset manager zCapital has submitted proposals to the Board of Directors, according to which the registration and voting rights restriction in the articles of associations is to be lifted.

The registration and voting rights restriction was introduced by Baloise’s shareholders to ensure the broadest possible shareholder approval for important resolutions, to protect the rights and interests of small and medium-sized shareholders and to enable an independent entrepreneurial path for Baloise.

In preparation for this statement, the Board of Directors has initiated the discussion with shareholders and other stakeholders. The breadth of feedback received reflects the different opinions on this topic.

Considering the interests of the various stakeholders and the feedback received so far, the Board of Directors takes the view that the complete lifting of the registration and voting rights restriction without replacement proposed by zCapital is not in the long-term interest of Baloise and the majority of its shareholders:

• The long-term orientation of Baloise and the well-being of its stakeholders, such as customers or employees, is important to the Board of Directors. In the insurance industry and particularly in life insurance, balancing short- and long-term interests is crucial for the company’s success and value creation. The registration and voting rights restriction contributes to this balance.

• The registration and voting rights restriction prevents that a few shareholders dominate the General Meeting. This reduces the risk that self-interests, especially those of short-term oriented investors, displace long-term value creation and company interests. The registration and voting rights restriction thus contributes to a decision-making process that is as broad-based as possible and thereby protects the rights and interests of small and medium-sized shareholders.

• Registration and voting rights restrictions are widely used and accepted in Switzerland. A third of the companies in the SMI Expanded, which includes Baloise, have a registration and voting rights restriction or related provisions. In particular, other Swiss insurance companies have similar provisions.

The Board of Directors encourages shareholders to vote at the General Meeting on the 26^th of April 2024 and recommends, for the reasons stated above, to reject zCapital’s proposals at the General Meeting on the 26^th of April 2024.

The Board of Directors will evaluate in detail and as part of a dialogue with our shareholders the feedback and constructive proposals of our shareholders and other stakeholders on this topic. This will allow the Board to submit to the shareholders a proposal suitable for Baloise to adapt the registration and voting rights restriction at the next General Meeting on the 25^th of April 2025, which will take into account both the feedback and proposals as well as the voting behaviour of the various groups of shareholders at the upcoming General Meeting.

Here you will find zCapital AG’s proposals as well as the detailed recommendation of the Board of Directors for the 2024 General Meeting of Baloise Holding AG

Organisational details

The documents for the General Meeting of Baloise Holding AG will be sent on the 3^rd of April 2024. Shareholders may, until the 23^rd of April 2024 8:00 a.m., order an access ticket via the internet or issue power of attorney and instructions to the independent proxy advisor. From the 4^th of April 2024, the online portal “GVMANAGER” is available for this purpose on the website www.baloise.com/annual-general-meeting. On the website, please use your personal access code or the QR code on the “Registration / Form of proxy / Voting instructions” form.

Further information

• Media information on www.baloise.com
• Download link for the General Meeting documents

Contact
Baloise, Aeschengraben 21, CH-4002 Basel
Website: www.baloise.com
E-Mail: media.relations@baloise.com / investor.relations@baloise.com
Media Relations: Tel: +41 58 285 82 14
Investor Relations: Tel: +41 58 285 81 81

About Baloise

The focus is firmly on the future at Baloise. We aim to make tomorrow more straightforward, safer and more carefree for our customers, and we are taking responsibility for this today. Baloise is more than just a traditional insurance company. Through our smart finance and insurance solutions we offer a complete service package. Dependable support, reliable cooperation and trust-based relationships are key aspects of our stakeholder interaction. We take care of financial matters so that our customers can concentrate on the important things in their lives and can find inspiration in the everyday. Baloise, a European company founded in 1863, currently employs 8,000 people at its headquarters in Basel (Switzerland) and across its subsidiaries in Belgium, Germany and Luxembourg. Our services generated a business volume of around CHF 8.6 billion in 2023. Baloise Holding Ltd shares (BALN) are listed on the SIX Swiss Exchange.