Helvetia Baloise publishes Pro Forma Financial Information

Ad hoc announcement pursuant to Art. 53 LR

Basel, 8 December 2025

Helvetia and Baloise successfully completed their merger on 5 December 2025. The newly formed company, Helvetia Baloise, is Switzerland’s largest multi-line insurer and has a leading market position in Europe. The Pro Forma Financial Information (PFFI) published today shows the main accounting-related effects of the merger. The strategy and financial targets will be presented at the Capital Markets Day on 15 April 2026.

The completed merger has paved the way for listing the newly issued shares in Helvetia Baloise Holding Ltd (HBAN). The HBAN shares will be traded on the SIX Swiss Exchange starting today, 8 December 2025.

Pro Forma Financial Information (PFFI), prepared under the “Directive Pro-Forma Financial Information” of the SIX Exchange Regulation, illustrate the accounting effects from the merger for Helvetia Baloise for 2024 and for the first half of 2025. This includes a preliminary purchase price allocation and pro forma combined information relating to the balance sheet and income statement for both periods. Under IFRS, the transaction is treated as a business combination in which Helvetia is the acquirer. This means that all Baloise’s assets and liabilities are recognised at fair value on Helvetia Baloise’s opening balance sheet. The PFFI shows the main accounting-related effects that are expected from the merger under IFRS. However, this information does not constitute a forecast, includes assumptions and inputs that may vary from those used to prepare the opening balance sheet, and were prepared by applying a higher materiality.

The merger-related IFRS accounting adjustments have an impact on the balance sheet and income statement, but do not change the company’s cash generation, solvency or business fundamentals.

The main merger-related accounting effects under IFRS include:

• Recognition of all identifiable intangible assets, as well as their subsequent amortisation, and the recognition of goodwill arising from the transaction
• Various effects on the balance sheet and income statement relating to the accounting for acquired life and non-life insurance contracts in accordance with IFRS 17
• Alignment of accounting policies used for actuarial assumptions, especially in the case of discount rates
• Effects on the financial result due to the discount rates newly applied at the acquisition date

Helvetia Baloise expects considerable intangible assets to arise from the transaction. In the pro forma combined balance sheet as at 30 June 2025, goodwill amounts to CHF 4.7 billion and the other intangible assets from the merger stand at CHF 3.4 billion. The company’s total assets amount to CHF 146.5 billion, and its equity stands at CHF 13.9 billion. In the pro forma combined income statement, there are various positive and negative impacts. The negative impacts outweigh the positive impacts, with the most significant item being the amortisation of intangible assets. To make its operating performance more transparent, Helvetia Baloise will define ‘underlying earnings’ and other relevant key figures to eliminate non-operating, purely accounting-related acquisition effects.

A conference call is being held today, 8 December 2025, at 9:00am (CET), at which the accounting-related effects of the merger and the Pro Forma Financial Information will be explained to analysts and investors.
 

Important dates

• Monday, 8 December 2025:
  • From 7:00am (CET), the listing prospectus (including the Pro Forma Financial Information) will be available at www.helvetia-baloise.com/merger and on request from the listing agent and lead manager, Zürcher Kantonalbank.
  • 9:00am (CET): Conference call for analysts and investors on the Pro Forma Financial Information
• Wednesday, 15 April 2026: Financial results for 2025 and Capital Markets Day of the Helvetia Baloise Group
• Friday, 22 May 2026: Annual General Meeting of Helvetia Baloise Holding Ltd

About Helvetia Baloise
Helvetia Baloise is Switzerland’s largest multi-line insurer and one of Europe’s leading insurance groups. Every day, more than 22,000 employees work hard to support around 13 million customers with insurance, pension, and financial solutions. These customers range from individuals and small to medium-sized enterprises (SMEs) through to international customer groups, which also benefit from areas such as specialty insurance and reinsurance. Headquartered in Basel, Switzerland, Helvetia Baloise operates in eight European markets and in global specialty markets, combining its strong Swiss roots with a clear international focus. Helvetia Baloise creates safety and security and opens up opportunities, both today and in the future. Through profitable growth and business operations that are geared to long-term stability, we create tailored solutions for our customers, provide an attractive and reliable investment for our shareholders, promote strong partnerships and offer rewarding career prospects for our employees. Helvetia Baloise Holding Ltd shares (HBAN) are listed on the SIX Swiss Exchange.

Disclaimer
This document has been produced by the Helvetia Baloise Group, and the recipient is not entitled to copy or modify, offer, sell or otherwise pass it to third parties without the consent of the Helvetia Baloise Group. The English version of the document is authoritative and binding. Versions of the document in other languages are for information only. Every reasonable effort has been made to ensure that the facts and opinions presented in this document are fair and reasonable. It should not be assumed that information and figures quoted from external sources have been verified or confirmed by the Helvetia Baloise Group. Neither the Helvetia Baloise Group as such nor its decision-making bodies, senior managers, employees and advisors or other persons accept any liability for losses arising directly or indirectly from the use of this information. The facts and information presented in this document are as up to date as possible, but may change in the future. Both the Helvetia Baloise Group as such and its decision-making bodies, senior managers, employees and advisors or other persons reject any explicit or implied liability or warranty for the accuracy or completeness of the information contained in this document.

This document may contain forecasts or other forward-looking statements relating to the Helvetia Baloise Group that, by their nature, involve general and specific risks and uncertainties, and there is a danger that the forecasts, predictions, plans and other explicit or implied content of forward-looking statements may turn out to be incorrect. We would point out that a number of important factors may contribute to the actual outcomes varying greatly from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: (1) changes to the general economic situation, particularly in the markets in which we operate, (2) developments in the financial markets, (3) interest-rate changes, (4) exchange-rate fluctuations, (5) changes to laws and regulations, including accounting principles and financial reporting practices, (6) risks associated with the implementation of our business strategies, (7) the frequency, scope and general level of claims, (8) mortality and morbidity rates, (9) policy renewal and lapse rates and (10) the extent to which economies of scale and scope can be realised. In this context, we would point out that the above list of important factors is not exhaustive. When assessing forward-looking statements, you should therefore examine the named factors and other uncertainties carefully. All forward-looking statements are based on information available to the Helvetia Baloise Group on the date of their publication. The Helvetia Baloise Group is only obliged to update such statements when required to do so by applicable law.