Baloise Board Addresses zCapital’s Proposals on Voting Rights

On March 26, 2024, Basel-based Baloise Holding AG announced its Board of Directors' stance on proposals made by zCapital AG. The proposals, aimed for the General Meeting on April 26, suggest removing the existing registration and voting rights limitations. Baloise's Board has formally recommended shareholders to vote against these changes, with plans to consider amending these provisions in 2025.

zCapital’s proposals, submitted on February 21, 2024, seek to eliminate restrictions that were initially set to ensure widespread shareholder agreement on critical decisions. The Board argues these restrictions protect the interests of small and medium-sized shareholders and foster Baloise’s independent operations.

Feedback from stakeholders reveals a split in opinion, yet the Board believes the complete removal of these restrictions, as proposed by zCapital, would not align with the long-term interests of Baloise and its stakeholders. Highlighting the significance of a balanced approach in insurance operations, particularly in life insurance, the Board emphasizes the role of these restrictions in ensuring the consideration of both short-term and long-term interests.

Furthermore, the Board notes that such registration and voting rights restrictions are common and accepted in Switzerland, particularly among insurance companies, serving to prevent dominance by a minority of shareholders at General Meetings.

The Board will continue engaging with shareholders and stakeholders, planning to present a revised proposal regarding the voting rights restrictions at the 2025 General Meeting, taking into consideration the feedback and voting behavior at the upcoming meeting.