Completion of merger to form Helvetia Baloise Holding Ltd

Media information
 

Basel, 5 December 2025
 

Helvetia Holding Ltd and Baloise Holding Ltd merged to form Helvetia Baloise Holding Ltd on 5 December 2025 as scheduled. This marks the successful completion of the merger between the two long-established insurance groups.

All of the necessary approvals from the relevant supervisory authorities were obtained, allowing today’s completion of the merger of Helvetia Holding Ltd and Baloise Holding Ltd to form Helvetia Baloise Holding Ltd.

“The merger of Helvetia and Baloise is a historic moment and represents the start of our shared story,” says Fabian Rupprecht, CEO of the Helvetia Baloise Group. “In the new structure, Helvetia Baloise is the largest multi-line insurer in Switzerland and has a leading position in Europe. These combined strengths, reliability and stability create the foundations for the sustained added value that we promise to all of our stakeholders.”

“The merger is a commitment to long-term thinking and combined strength. Helvetia Baloise brings together two cultures united by responsibility, trust and innovation. Together, we will help to shape the future of the insurance industry,” says Thomas von Planta, who became Chairman of the Board of Directors upon completion of the merger.

Upon completion of the merger, the registered shares in Baloise Holding Ltd were exchanged in a ratio of 1:1.0119 for 46,392,407 newly issued registered shares in Helvetia Baloise Holding Ltd (HBAN). These new shares will be admitted to trading on 8 December 2025. The former Baloise shares were traded for the final time on 5 December 2025 and will be delisted on 8 December 2025. As a result of the capital increase, the number of shares in Helvetia Baloise Holding Ltd rose to a total of 99,418,092 and the share capital rose to a total of CHF 1,988,361.84. The shares’ inclusion in the Swiss Leader Index (SLI) is planned for 22 December 2025, a further sign of the merged company’s importance.

Operational integration of business activities
Now that the merger has been completed, the operational integration of the two companies’ business activities can begin. The plan is to combine the products and services, harmonise internal processes and unlock synergies.

During a transition phase, customers will continue to be served through the existing channels. In markets where both companies have a presence, all products and services are to be progressively combined. The aim is to create an even stronger business by bringing together each company’s expertise and customer relationships.

Upon completion of the transaction, Hans C. Künzle and Regula Wallimann have left Helvetia’s Board of Directors. “On behalf of the entire Board of Directors, I would like to thank Hans C. Künzle and Regula Wallimann for their many years of service and great dedication to Helvetia’s successful development,” says Thomas Schmuckli, previously Chairman of the Board of Directors of Helvetia. Maya Bundt, Karin Lenzlinger Diedenhofen and André Helfenstein, previously members of the Board of Directors of Baloise, have also departed. “On behalf of the Board of Directors of Baloise, I wish to thank Maya Bundt, Karin Lenzlinger Diedenhofen and André Helfenstein for their contribution to Baloise’s successful evolution,” says Thomas von Planta.

As already announced, there are also changes at group management level. Sandra Hürlimann (new CTO in Switzerland) and Thomas Neusiedler (CEO in Austria) have stepped down as Executive Management members and are taking on new roles within the Company. Annelis Lüscher Hämmerli has been nominated for election as the next Chairwoman of Berner Kantonalbank and will leave Helvetia Baloise at the end of April. Clemens Markstein, who was previously a member of Baloise’s Corporate Executive Committee, is also taking on a new role at Helvetia Baloise (new Head of Customer Services & Integration in Switzerland). Carsten Stolz is leaving the Company at the end of the year. “During their time as Executive Management members, Annelis Lüscher Hämmerli, Sandra Hürlimann and Thomas Neusiedler all contributed to Helvetia’s successful transformation into an international insurance group, demonstrating dedication and great strategic foresight. On behalf of the entire Executive Management, I would like to thank them for their significant efforts over the years and I look forward to continuing to work with Sandra Hürlimann and Thomas Neusiedler,” says Fabian Rupprecht. “Carsten Stolz and Clemens Markstein helped to shape Baloise with their foresight, professionalism and personal strength for many years, playing a key part in the company’s long-term development. On behalf of the entire Corporate Executive Committee, I would like to sincerely thank both of them for their commitment and crucial role in our shared journey,” says Michael Müller, Integration Officer / Deputy CEO of the Helvetia Baloise Group.

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.