Helvetia : Organisational regulations Version valid from 01.06.2024 - EN

Helvetia Group

helvetia.com

Organisational regulation.

1/54 | Organisational regulation/As of 1 June 2024

Contents

4 General remarks

4 Art. 1 Basis and scope of application

5	Art. 1bis	Group structure
5	Art. 2	Objectives
6	The Board of Directors
6	Art. 3	Constitution
7	Art. 4	Meetings

1. Art. 5 Convocation and agenda
2. Art. 6 Voting quorum and passing of resolutions

9	Art. 7	Minutes
10	Art. 8	Duties and powers

12 Art. 9 Right of information and right of inspection

1. Art. 10 Compensation
2. Art. 11 Incompatibility

14	Art. 12	Age limit and restriction
of term in office

15 The Strategy and

Governance Committee ("SGC")

1. Art. 13 Composition and organisation
2. Art. 14 Duties and powers

16 Art. 15 Updating the Board of Directors

17 The Nomination and Compensation Committee ("NCC")

1. Art. 16 Composition and organisation
2. Art. 17 Duties and powers
3. Art. 18 Updating the Board of Directors
4. The Investment and Risk Committee ("IRC")

20 Art. 19 Composition and organisation

22

Art. 20

Duties and powers

1. Art. 21 Updating the Board of Directors
2. The Audit Committee ("AC")

23 Art. 22 Composition and organisation

1. Art. 23 Duties and powers
2. Art. 24 Updating the Board of Directors
3. The Chairman of the Board of Directors ("Chairman")

1. Art. 25 Duties and powers
2. Art. 26 Inspection of documents

26

Art. 27

Deputy

27 The Chief Executive Officer ("CEO")

27	Art. 28	Duties and powers
28	Art. 29	Deputy

29 The Group Executive Board

29 Art. 30 Appointment and organisation

1. Art. 31 Duties and powers
2. The Secretary of the Board of Directors

30 Art. 32 Position in organisational structure

30	Art. 33	Duties and powers
30	Art. 34	Deputy

31 Internal Audit

1. Art. 35 Position in organisational structure
2. Art. 36 Duties and powers
3. Common provisions

33	Art. 37	Signing authority
34	Art. 38	Abstention

35 Art. 39 Confidentiality, document safekeeping

1. Art. 40 Entry into force
2. Appendices

36 Appendix I Division of powers

50 Appendix IIRegular reports to the Board of Directors and committees

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General remarks

General remarks.

Art. 1 Basis and scope of application

This organisational regulation (hereafter "regulation") applies to Helvetia Holding Ltd as the ultimate group company of Helvetia Group, Helvetia Swiss Insurance Company Ltd (hereafter "Helvetia Insurance") and Helvetia Swiss Life Insurance Company Ltd (hereafter "Helvetia Life"). It is issued by the Boards of Directors of the three companies pursuant to Art. 716 and 716b of the Swiss Code of Obligations (CO) and Art. 19 of the articles of incorporation of Helvetia Holding Ltd and Art. 16 of the articles of incorporation of Helvetia Insurance and Helvetia Life.

The regulation has the same wording for all three companies. For simplification purposes, this document will hereinafter only refer to the "company" and the "Board of Directors".

The designations of functions used in this regulation are to be understood as gender-independent in each case.

Mandatory legal provisions and the articles of incorporation take precedence over this regulation. Furthermore, in the event of a conflict of interpretation, the German version of the regulation shall prevail.

In the absence of any conclusive provisions in this regulation, the Board of Directors is authorised to take decisions at its own discretion.

General remarks

Art. 1bis Group structure

Helvetia Group consists of Helvetia Holding Ltd and the domestic and foreign subsidiaries and branches directly and indirectly controlled by it (hereafter "group companies"), together forming an economic unit.

In particular, Helvetia Holding Ltd fulfils the function of strategic group management and provides principles and organisational structures to enable uniform, efficient and coordinated management and control of Helvetia Group at group level.

Accordingly, this regulation indirectly defines, in the sense of a group standard, a governance framework for Helvetia Group as a whole, to which the individual group companies directly or indirectly controlled by Helvetia Holding Ltd must adhere, subject to any conflicting local legal or regulatory requirements.

Art. 2 Objectives

The regulation describes the tasks and competences of the governing bodies and regulates their working methods and cooperation in the management of the company - in particular with regard to the uniform management of Helvetia Group.

The governing bodies (hereafter referred to as "bodies") of the company are:

• the Board of Directors;
• the Chairman of the Board of Directors (hereafter "Chairman");
• the commitees of the Board of Directors (hereafter "committees");
• the Chief Executive Officer (hereafter "CEO");
• the Group Executive Board;

Furthermore, the regulation defines the organisational integration of the Secretary of the Board of Directors (hereafter "Secretary") and the Head of Internal Audit, including their tasks and competences.

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The Board of Directors

The Board of Directors.

Art. 3 Constitution

The Chairman as well as the members of the Board of Directors and the Nomination and Compensation Committee (hereafter "NCC") shall be elected by the shareholders' meeting until the conclusion of the next ordinary shareholders' meeting.

Re-election is possible subject to the provisions of Art. 12 of this regulation (age limit and restriction of term in office).

Taking these elections into account, the Board of Directors constitutes itself. Every year during its first meeting after the ordinary shareholders' meeting, it elects from among its members the Vice-Chairman/men of the Board of Directors, the Chair of the NCC as well as the members of the Strategy and Governance Committee (hereafter "SGC"), the Investment and Risk Committee (hereafter "IRC") and the Audit Committee (hereafter "AC") as well as their respective Chairs. The Board of Directors may establish additional committees.

The Board of Directors appoints a Secretary, who does not need to be a member of the Board of Directors.

The Board of Directors

Art. 4 Meetings

The Board of Directors meets as often as business requires, but at least five times a year.

Board meetings may be held physically or by electronic means, namely in the form of audio or video conferencing (including hybrid).

In the case of meetings not taking place physically or not exclusively physically, it must be ensured that the identity of the participants is established, that their oral contributions are directly transmitted, that each participant can table motions, participate in the debate and that the result of the vote cannot be falsified.

Meetings are chaired by the Chairman or, if he is unable to do so, by one of the Vice-Chairmen or another member of the Board of Directors.

The Chairman decides on the participation of additional per- sons. These have no voting rights.

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The Board of Directors

Art. 5 Convocation and agenda

The meetings of the Board of Directors are convened by the Chairman or, if he is unable to do so, by one of the Vice-Chairmen or another member of the Board of Directors.

Every member of the Board of Directors may request that the Chairman convenes a meeting without delay, but must state the reasons for his request.

Meetings are usually convened ten days in advance, in writing (i.e. also by e-mail or other electronic means) and by specifying the agenda. In urgent cases the Chairman may convene a meeting in writing or in another manner without observing the notice period. The assessment of urgency shall be at the discretion of the Chair- man. Upon request of a member of the Board of Directors a specific business has to be added to the agenda. Such requests must be received by the Chairman in due time prior to the meeting.

Written documents supporting the individual items on the agenda are sent to the members of the Board of Directors electronically if this improves the efficiency of the meeting and if there are no substantial reasons against it including, in particular, confidentiality.

The Board of Directors

Art. 6 Voting quorum and passing of resolutions

The Board of Directors is quorate if the majority of its members are present. Members who participate in the meeting physically, by telephone, video or in a similar manner by means of electronic media shall be deemed to be present. No quorum is required if the sole purpose of the meeting is to confirm a share capital increase and approve the subsequent amendment of the articles of incorporation.

The Board of Directors passes its resolutions with a majority of the votes of the members in attendance. Each member has one vote. At a parity of votes, the Chairman has the casting vote.

Resolutions may also be passed in writing (incl. electronic communication systems that allow proof in text form), unless a member requests oral deliberation within the set time limit. Such circular resolutions are passed with a majority of the votes of all board members; urgent circular resolutions are passed with a majority of the votes of the members expressing themselves in due time.

Resolutions may also be passed on business that was not included in the agenda, provided that none of the attending board members objects.

Art. 7 Minutes

All resolutions must be recorded in minutes. The minutes must be signed by the Chair and the minute taker. Circular resolutions shall be included in a next meeting protocol. The minutes shall be approved by the Board of Directors.

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The Board of Directors

Art. 8 Duties and powers

The Board of Directors may pass resolutions on all matters that are not reserved to another body by law, the articles of inco- poration or this regulation. In particular, it has the following duties and powers:

1. the management of the company and issuing of the neces- sary regulations and directives;
2. the definition of the strategy and its regular review;
3. the definition of the organisation's main features;
4. the configuration of accounting, financial control and finan- cial planning;
5. the appointment and dismissal of the CEO and other mem- bers of the Group Executive Board;
6. the ruling of signing authorities;
7. the supervision of the persons entrusted with the manage- ment of business operations, in particular with regard to compliance with the law, the articles of incorporation, the regulations and directives;
8. the preparation of the annual report as well as the compen- sation report;
9. the overall supervision on the development of the Group- wide sustainability strategy;
10. the approval of the sustainability strategy and the sustaina- bility goals set out therein;
11. the overall supervision over the sustainability management of Helvetia Group;
12. approving and signing the report on non-financial matters;
13. the preparation of the shareholders' meeting and the imple- mentation of its resolutions;
14. informing the Swiss Financial Market Supervisory Authority FINMA in the event of reasonable concerns of overindebt- edness or serious liquidity problems;

The Board of Directors

1. the decision-making on the increase or reduction of the share capital, provided that this power has been delegated to the Board of Directors (capital band, Art. 653s ff. CO) as well as the required determinations and the resulting amendments to the articles of incorporation (see Art. 653u para. 4 CO);
2. the approval of legal transactions that have or could have a significant impact on the group, such as:

• Purchase and sale of participations in other companies
• Entering into cooperations and alliances
• Opening and closing of branches
• Large investments and asset management decisions as long as these have not been delegated to the IRC, the Chairman or the Group Executive Board.

Furthermore, the Board of Directors deals with questions of organisational development and defines the principles and objectives for the ongoing, in particular cultural and technological, development of the company in accordance with the strategic guidelines.

Pursuant to Art. 716b of the Swiss Code of Obligations the Board of Directors delegates the management of the company to its full extent to the Group Executive Board headed by the CEO, except where the law, the articles of incorporation or this regulation determines otherwise.

The detailed overview of the competences of the Board of Directors as well as the allocation of competences between the Board of Directors, the Board committees, the Chairman, the CEO, the Group Executive Board and the Secretary is defined in Appendix I of this regulation. It forms an integral part of this regulation.

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The Board of Directors

Art. 9 Right of information and right of inspection

The Board of Directors is regularly informed of the course of business by the CEO. The latter may instruct other members of the Group Executive Board to expand on his reports.

At the meetings, every member of the Board of Directors may request information concerning all matters related to the company from other members and members of the Group Executive Board.

Outside of meetings, every member of the Board of Directors may request the CEO to provide information about the general course of business and, with the consent of the Chairman, also about specific business cases, or to inspect business documents.

If the Chairman refuses a request for information, consultation or inspection, the Board of Directors must decide on the matter.

Art. 10 Compensation

The Board of Directors proposes to the shareholders' meeting the fee to be paid to its members in accordance with their roles and responsibilities. The Board of Directors sets out the details in a special compensation regulation.

The Board of Directors

Art. 11 Incompatibility

A member of the Board of Directors cannot at the same time hold a mandate at a company which competes with Helvetia Holding Ltd or a group company.

The prior consent of the Chairman is required before members of the Board of Directors may accept new board member mandates or comparable positions in other undertakings with commercial objects and may not exceed the limit set out in the articles of incorporation for additional mandates. The SGC must decide on additional mandates of the Chairman.

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The Board of Directors

Art. 12 Age limit and restriction of term in office

The term in office of a member of the Board of Directors ends with the ordinary shareholders' meeting in the year in which he turns 70 and/or completes his 12th year in office as a member of the Board of Directors of the company. In exceptional cases, the Board of Directors may propose to the shareholders' meeting that a member's term in office be extended provided he is not older than 70. An extension of the ordinary term in office of 12 years up to a maximum of three years is possible.

Exceptions for an extension of the term in office must be in the interests of the company, in particular:

• To secure skills and experience on the Board of Directors that are essential for the future development of the company;
• Succession planning on the Board of Directors, in particular replacement of the Chairman of the Board of Directors or the Chair of a committee of the Board of Directors.

The Strategy and Governance Committee

The Strategy and Governance Committee ("SGC").

Art. 13 Composition and organisation

The SGC consists of three to five members. The Chairman is a mandatory member of this committee and chairs it.

The SGC meets as often as business requires. The CEO attends the meetings in an advisory capacity. The Chair of the SGC decides on the participation of additional persons.

The provisions on the voting quorum, the passing of resolutions, the organisation, way of working and rights of the Board of Directors apply mutatis mutandis to the SGC.

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The Strategy and Governance Committee

Art. 14 Duties and powers

The SGC has in particular the following duties:

1. it supports the strategy process, performs pre-discussions on options within the strategic framework of the Board of Di- rectors and controls in particular the implementation of the strategy;
2. it regularly reviews the strategic decisions taken at Group level, particularly with the aim of sustainably shaping the company's range of products and services;
3. it ensures integrated corporate governance for the effective management and supervision of Helvetia Group;
4. it deals with mergers, cooperations, takeovers as well as dis- posals of companies or major portfolios and prepares the required resolutions by the Board of Directors considering the limits specified in Appendix I;
5. it assumes duties and powers that have been delegated to the SGC by the Board of Directors and deals with issues entrust- ed to it by the Chairman or the CEO, provided that these are not reserved for the Board of Directors in accordance with the law, the articles of incorporation or the regulation;
6. it discusses important and urgent issues.

Art. 15 Updating the Board of Directors

The SGC regularly updates the other members of the Board of Directors on its activities. The minutes of the meetings of the SGC are submitted to all members of the Board of Directors. If information received is relevant to the company and of specific importance to the Board of Directors, the Chair of the SGC must inform the other members of the Board of Directors without delay.

The Nomination and Compensation Committee

The Nomination and

Compensation

Committee ("NCC").

Art. 16 Composition and organisation

The NCC consists of three to five members who are individually elected by the shareholders' meeting. The NCC constitutes itself and elects a Chair from among its members.

It meets as often as business requires. If the Chairman is not a member of the Committee, he may upon request attend the meetings in an advisory capacity. The CEO attends the meetings in an advisory capacity insofar as Group Executive Board issues are discussed. The Chair of the NCC decides upon the participation of additional persons.

The provisions on the voting quorum, the passing of resolutions, the organisation, way of working and the rights of the Board of Directors apply mutatis mutandis to the NCC.

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The Nomination and Compensation Committee

Art. 17 Duties and powers

The NCC has in particular the following duties:

1. it prepares the resolutions for personnel decisions to be passed by the Board of Directors, e.g. personnel planning, the appointment and dismissal of members of the Group Executive Board and the persons responsible for Risk Man- agement, Compliance and Internal Audit;
2. it decides upon the appointment and dismissal of the Market Unit CEOs and takes note of the appointment and dismissal of the members of the Market Unit Executive Boards;
3. it reviews on a regular basis the planning and measures for the retention and development of managers at top manage- ment level;
4. it prepares the resolutions of the shareholders' meeting re- garding the appointment and dismissal of the members of the Board of Directors;
5. it acts as a sustainability committee and
6. 1. monitors relevant developments with the objective of sustainable management;
   2. prepares the resolutions to be taken by the Board of Directors on the sustainability strategy, the sustainability targets and the reporting on non-financial matters;
   3. monitors, for the attention of the Board of Directors, the non-financial reporting, the sustainability governance, the development­ and implementation of the sustainabil- ity strategy as well as the effectiveness of the directives issued and measures­ taken in this regard (sustainability management);
7. it supports the Board of Directors in establishing and main- taining a high-performance culture in Helvetia Group; for this purpose, it regularly reviews whether the compensation strategy and practices are in line with the principle of com- petitiveness, promote risk awareness, adequately reward performance and provide suitable incentives to achieve the financial and non-financial corporate objectives; it proposes any adjustments to the Board of Directors;

The Nomination and Compensation Committee

1. it prepares the resolutions of the Board of Directors regard- ing the company's compensation report and compensation policy as well as the compensation structure of the members of the Group Executive Board and the Board of Directors and supervises their correct implementation;
2. it puts forward proposals to the Board of Directors for chang- es to the compensation regulation of the Board of Directors;
3. it prepares the requests of the Board of Directors to the shareholders' meeting regarding the total amount of the fixed and variable compensation of the members of the Group Executive Board and the Board of Directors;
4. it approves on behalf of the employer the concept and strat- egy of the employee pension fund schemes in Switzerland and takes note of their annual financial statements.

Art. 18 Updating the Board of Directors

The NCC regularly updates the other members of the Board of Directors on its activities. The minutes of the meetings of the NCC are submitted to all members of the Board of Directors. If information received is relevant to the company and of specific importance to the Board of Directors, the Chair of the NCC must inform the Chairman without delay.

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