Bâloise : The Board of Directors comments on zCapital’s proposals

On the 21st 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 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 25th 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

The documents for the General Meeting of Baloise Holding AG will be sent on the 3rd of April 2024. Shareholders may, until the 23rd 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 4th of April 2024, the online portal "GVMANAGER" is available for this purpose on the websitewww.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.