Press Release: Nationale Suisse shareholders lay foundations for merger with Helvetia

   (MORE TO FOLLOW) Dow Jones Newswires

   September 29, 2014 11:51 ET (15:51 GMT)- - 11 51 AM EDT 09-29-14

-2 of 2- 29 Sep 2014 15:51:00 UTC  Press Release: Nationale Suisse shareholders lay foundations for merger with Helvetia

Nationale Suisse / Nationale Suisse shareholders lay foundations for merger with Helvetia . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.

At the Extraordinary General Meeting of Swiss National Insurance Company Ltd, the shareholders passed all motions proposed by the Board of Directors, thereby approving amendments to the Articles of Association and electing new members to the Board of Directors and the Nomination and Compensation Committee. The Extraordinary General Meeting was held in connection with the takeover offer received from Helvetia. The amendments to the Articles of Association and the elections were therefore conditional on the takeover being completed.

Today's Extraordinary General Meeting of Swiss National Insurance Company Ltd in Basel was attended by 103 shareholders, representing 1 283 940 registered shares. Including shares represented by proxy, a total of 6 575 221 votes were represented, which corresponds to 71.45% of voting shares and 29.82% of total share capital. The Extraordinary General Meeting had been called following the receipt of a takeover offer from Helvetia. This means that all decisions made by the shareholders will only enter into force if and when the takeover has been completed.

Restrictions on registration and proxy voting lifted

The shareholders approved the amendments to the Articles of Association proposed by the Board of Directors with regard to lifting restrictions on registration and proxy voting. Previously, shareholders were entitled to vote for up to 5% of the total share capital recorded in the Commercial Register and an individual shareholder was not allowed to accumulate more than one fifth of the votes represented at the General Meeting.

Elections to the Board of Directors and the Nomination and Compensation Committee

The shareholders elected Erich Walser, Stefan Loacker and Dr Philipp Gmür to the Board of Directors of Nationale Suisse, with existing members Dr Andreas von Planta and Dr Balz Hösly remaining on the Board. Subject to the completion of the takeover by Helvetia, all remaining members of the Board of Directors of Nationale Suisse will step down from the Board at this point.

Three members of the Nomination and Compensation Committee are stepping down due to their resignation from the Board of Directors. Dr Andreas von Planta remains on the Nomination and Compensation Committee, where he will be joined by Erich Walser, Stefan Loacker, Dr Philipp Gmür and Dr Balz Hösly, who were elected to the committee by the shareholders. All members were elected individually and for a term which runs to the end of the next Annual General Meeting.

The decisions taken by the shareholders today lay important groundwork for ensuring a successful merger between Nationale Suisse and Helvetia. The plan is for the takeover to be completed on 20 October 2014, subject to the remaining conditions as stated in the offer prospectus being fulfilled.

Brief profile

Nationale Suisse is an innovative, international and independent Swiss insurance group providing first-class risk and pension solutions in non-life and life business as well as a growing number of tailored specialty lines products. Consolidated gross premiums came to CHF 1.5 billion in 2013. The Group comprises the parent company and about 20 subsidiaries and branch offices for focused product lines in Switzerland, Italy, Spain, Germany, Belgium, Liechtenstein, Turkey, Asia and Latin America. The headquarters of Swiss National Insurance Company Ltd are in Basel. Nationale Suisse is listed on the SIX Swiss Exchange (NATN). On 30 June 2014, the 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 Extraordinary General Meeting, Basel 29.09.2014 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/1859273/651546.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#1859273

--- End of Message ---

Nationale Suisse

Steinengraben 41 Basel Switzerland

WKN: 1081197;ISIN: CH0010811971;

http://www.nationalesuisse.com (END) Dow Jones Newswires

   September 29, 2014 11:51 ET (15:51 GMT)- - 11 51 AM EDT 09-29-14