The Board of Directors comments on zCapital’s proposals

Baloise Holding AG / Key word(s): Miscellaneous The Board of Directors comments on zCapital’s proposals 26.03.2024 / 07:01 CET/CEST Basel, 26th of March 2024. zCapital AG, based in Zug, proposes to the General Meeting on the 26th 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.