Press Release: Nationale Suisse largely exempted from disclosure requirements

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   December 01, 2014 11:35 ET (16:35 GMT)- - 11 35 AM EST 12-01-14

-2 of 3- 01 Dec 2014 16:35:00 UTC  Press Release: Nationale Suisse largely exempted from disclosure requirements

Nationale Suisse / Nationale Suisse largely exempted from disclosure requirements . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

On account of the merger with Helvetia, Nationale Suisse applied to SIX Swiss Exchange AG for exemption from disclosure requirements. For the most part, SIX Swiss Exchange approved the request. The exemption from disclosure requirements that has been granted comes into force with the publication of this press release and is valid until and including 9 April 2015.

On 8 August 2014, Helvetia Holding AG ("Helvetia") announced a public tender offer in accordance with article 22 ff. of the Federal Act on Stock Exchanges and Securities Trading (SESTA) for all publicly held registered shares in the Swiss National Insurance Company Ltd (Nationale Suisse). On 17 November 2014, Helvetia reported that it held more than 98 per cent of Nationale Suisse and intended to initiate measures to invalidate Nationale Suisse's remaining shares in accordance with article 33 SESTA. In addition, Nationale Suisse announced that its shares were to be delisted by SIX Swiss Exchange AG immediately after the invalidation judgement came into effect.

In light of this, Nationale Suisse requested that SIX Swiss Exchange AG exempt it from disclosure requirements in accordance with article 7 paragraph 1 of the Listing Rules ("LR"). This request was largely granted. Nationale Suisse is thus exempt from publishing and filing its annual report for 2014, publishing ad hoc announcements, disclosing management transactions, keeping a company calendar and fulfilling certain regular reporting obligations. In detail, the SIX Exchange Regulation, which was responsible for the matter, decided the following:

1. Subject to clause VI, until expiry of the validity period of the best price rule pursuant to article 10 paragraph 1 of the Ordinance of the Swiss Takeover Board of 21 August 2008 on Public Takeover Bids (Takeovers Ordinance, ToO) and within the context of the public tender offer by Helvetia Holding AG, St. Gallen, Canton of St. Gallen, for all publicly held registered shares in the Swiss National Insurance Company Ltd ("issuer"), Basel, Canton of Basel-Stadt (best price rule), namely up to and including 9 April 2015, the issuer is exempt from the following requirements to maintain listing:

1. Publishing and filing the annual report for the financial year 2014, including information on corporate governance (article 49 ff. of the Listing Rules [LR] in conjunction with article 10 ff. of the Directive on Financial Reporting [DFR] and the Directive on Corporate Governance [DCG]);

2. Publishing ad hoc announcements (article 53 LR in conjunction with the Directive on Ad hoc Publicity [DAH]), with the exception of the publication of an ad hoc announcement to disclose when the issuer's registered shares are to be delisted, as soon as this is determined;

3. Disclosing management transactions (article 56 LR);

4. Keeping a company calendar (article 52 LR);

5. Fulfilling the following regular reporting obligations (article 55 LR in conjunction with Circular No. 1, Reporting Obligations Regarding the Maintenance of Listing [CIR 1], annex 1, and, from 1 December 2014, article 9 of the Directive on Regular Reporting Obligations [DRRO]: clauses 1.05-1.07 (exception: contact person for regular reporting obligations), clause 1.08 (only with regard to the company calendar), clause 2.01 (with regard to the annual report for the financial year 2014), clauses 3.05-3.06 and clause 5.02.

2. The exemption according to clause I shall begin with the publication of the ad hoc announcement in accordance with the requirements of clause VI.

3. Following expiry of the validity period of the best price rule on 9 April 2015, the issuer shall be exempt from the obligations listed in clause I until 30 May 2015, to the extent that and as long as none of the following situations has occurred by 9 April 2015 or occurs before 30 May 2015:

1. A minority shareholder or several minority shareholders begin proceedings for invalidating the issuer's registered shares according to article 33 of the Federal Act of 24 March 1995 on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) before the Court of Appeal of the Canton of Basel-Stadt;

2. The applicant, Helvetia Holding AG, St. Gallen, Canton of St. Gallen, or a legal successor, withdraws the application for invalidation of the issuer's registered shares before the Court of Appeal of the Canton of Basel-Stadt;

3. The Court of Appeal of the Canton of Basel-Stadt rejects the application for invalidation of the issuer's registered shares;

4. There is an appeal against the decision of the Court of Appeal of the Canton of Basel-Stadt with regard to invalidation of the issuer's registered shares.

If one of the situations defined in clauses a. to d. occurs before the validity period of the best price rule expires, the obligations of the issuer pursuant to clause I shall once again apply with immediate effect following expiry of the validity period of the best price rule.

If one of the situations defined in clauses a. to d. occurs after the validity period of the best price rule expires, the obligations of the issuer pursuant to clause I shall once again apply with immediate effect.

If the obligations according to clause I are reinstated, the issuer shall publish the annual report for the financial year 2014 within two months from the day that the obligations according to clause I are reinstated and shall submit this to SIX Exchange Regulation (article 49 LR in conjunction with article 10 ff. DFR and CIR 1, annex 1, clause 2.01 and article 9 clause 2.01 DRRO).

Brief profile

Nationale Suisse is an innovative and international Swiss insurance group providing attractive risk and pension solutions in the non-life and life segments, as well as customized speciality lines products. Nationale Suisse has been part of the Helvetia Group since October 2014. The plan is to integrate Nationale Suisse fully into Helvetia. The consolidated gross premiums of Nationale Suisse came to CHF 1.5 billion in 2013. The head office of Swiss National Insurance Company Ltd is in Basel. The company's stock is listed on SIX Swiss Exchange (NATN). The stock will be delisted as part of the integration of Nationale Suisse into the Helvetia Group. On 30 June 2014, the Nationale Suisse Group employed 1,903 staff (full-time equivalents).

Information Remo Meier Nationale Suisse Investor Relations Steinengraben 41 Phone +41 61 275 22 45 4003 Basel Fax +41 61 275 22 21 Switzerland investor.relations@nationalesuisse.com www.nationalesuisse.com/investor-relat ions

Jonas Grossniklaus Nationale Suisse Media Relations Steinengraben 41 Phone +41 61 275 28 11 4003 Basel Fax +41 61 275 22 21 Switzerland media.relations@nationalesuisse.com www.nationalesuisse.com/media-relation s

Key dates Publication of the annual report 2014 18.03.2015

Disclaimer and exclusion of liability

The purpose of this press release is to inform the public about certain events or developments arising from the company's business. The information published in this article is not an advertisement, offer or recommendation to engage in transactions involving securities or other products of Nationale Suisse or any other type of transaction. This press release may contain certain forward-looking statements. Even if these forward-looking statements reflect the opinion and expectations of Nationale Suisse, a number of risks, uncertainties and other important factors may lead to actual developments and results differing strongly from the expectations of Nationale Suisse. It is pointed out expressly that the statements and projections contained in this press release are selective in nature. Nationale Suisse provides no guarantee, either explicitly or implicitly, regarding the accuracy and completeness of the statements and forecasts published in this press release. Neither Nationale Suisse nor its executive bodies or senior managers accept any liability for any damage or losses arising directly or indirectly from the use of this press release. Unless otherwise provided by applicable binding law Nationale Suisse is under no obligation to update or amend the statements contained in this press release, be it in response to new information, future events or any other reasons.

Updated post-publication information is available on our website www.nationalesuisse.com. You may find further details and forecasts about the business of Nationale Suisse there.

Press release: http://hugin.info/100296/R/1875636/661046.pdf

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.

The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Nationale Suisse via Globenewswire

HUG#1875636

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Nationale Suisse

Steinengraben 41 Basel Switzerland

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   December 01, 2014 11:35 ET (16:35 GMT)- - 11 35 AM EST 12-01-14

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   December 01, 2014 11:35 ET (16:35 GMT)- - 11 35 AM EST 12-01-14