Zurich Insurance : AGM 2024 AGM Minutes 2024

Minutes of the

24th Annual General Meeting of Zurich Insurance Group Ltd

Wednesday, April 10, 2024

Place: Hallenstadion, Wallisellenstrasse 45, 8050 Zurich, Switzerland

Start: 2:15 p.m. CEST

Translation of the German original. In the event of inconsistencies or ambiguity, the German version prevails.

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

Formal matters

Chair:	Michel M. Liès, Board Chair
Secretary:	Kathrin Hoppe, Company Secretary
Scrutineers:	Markus K. Hirt (chair of the scrutineers)
	Kristina Horvath
	Silvan Jampen
	Dr. Irene Klauer
	Melanie Ludescher
	Christina Lusti
	Jonatan Riegler
Independent Voting	Law Office Keller Ltd, Zurich, represented by lic. iur. Raphael Keller,
Representative	Attorney at Law
(art. 689c CO):
Auditors:	Ernst & Young Ltd, Zurich, represented by Isabelle Santenac and Tom
	Fiepke

The Chair opens the 24th Annual General Meeting («AGM») of Zurich Insurance Group Ltd («Zurich») at 2:15 p.m. and welcomes the shareholders. He introduces the present members of the Board of Directors («Board») and the Executive Committee, the Company Secretary, the Group General Counsel, the independent voting representative and the representatives of the auditors.

The Chair notes that the general meeting («General Meeting») had been convened by publication of the invitation in the Swiss Official Gazette of Commerce of March 15, 2024, with the announcement of the complete agenda. He informs that the Annual Report 2023 has been available online since March 15, 2024. The Chair then ascertains that no requests for the inclusion of items on the agenda have been received from shareholders and that the General Meeting has been convened in due time and form and constitutes a quorum. The Chair appoints Kathrin Hoppe, Company Secretary, to take the minutes.

The Chair appoints the above-mentioned persons as scrutineers. He informs the shareholders about their rights under the law and the articles of association and explains other administrative regulations and matters. Resolutions are passed electronically. The General Meeting is recorded on tape and video and transmitted via live cast. By attending the General Meeting, the participants give their consent that Zurich records the General Meeting, including the shareholder interventions, publishes the webcast.

The Chair informs in the name and on behalf of Raphael Keller, acting as representative of the independent voting representative, the Law Office Keller Ltd, that Raphael Keller provided the Board on Friday, April 5, 2024, with aggregated information on the voting instructions received.

The speeches of the Chair (Appendix 1) and the Group Chief Executive Officer, Mario Greco (Appendix 2), follow. After his speech, the Group Chief Executive Officer hands the floor back to the Chair.

2

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

Attendance

After counting the admission cards handed in at 2:19 p.m., 1,618 shareholders and the independent voting representative were present; this corresponds to a total of 60,621,108 votes and 65.51% of the shares entitled to vote:

Shareholders	524,315	votes
Independent Voting Representative	60,096,793	votes

Agenda items

Agenda item 1: Reporting for the financial year 2023

The Chair informs that agenda item 1 is split into three sub-agenda items, namely agenda item 1.1 «Approval of the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2023», agenda item 1.2 «Advisory vote on the Remuneration Report 2023» and agenda item 1.3 «Advisory vote on the Sustainability Report 2023».

The Chair explains that under agenda item 1.1, the Board proposes to approve the Management Report, the Annual Financial Statements and the Consolidated Financial Statements of Zurich for the financial year 2023. The auditors Ernst & Young Ltd have audited the Annual and Consolidated Financial Statements. In their audit reports, they have recommended to the General Meeting to approve these statements.

Under agenda item 1.2, the Board proposes to approve Zurich's Remuneration Report for the financial year 2023 in an advisory vote. The auditors Ernst & Young Ltd have audited the legally required parts of the Remuneration Report and confirmed in their audit report that the Remuneration Report complies with the legal requirements and the articles of association. The Chair then elaborates on the Remuneration Report 2023.

Under agenda item 1.3, the Board proposes to approve Zurich's Sustainability Report 2023 in an advisory vote. The Chair elaborates on the Sustainability Report and concludes by stating that the auditors Ernst & Young Ltd provided a limited or reasonable audit of the key metrics listed in the notes to the Sustainability Report and issued a corresponding assurance in the «Independent Assurance Report».

The Chair opens the discussion. Shareholders intervene as follows:

1. Fritz Peter, Winkel (Actares)

The speaker congratulates Zurich on the record result achieved in 2023 and the strong solvency ratio. He notes that the Sustainability Report contains numerous words but few actions. According to Actares, the focus on sustainability and climate strategy has been neglected, as they do not see any progress made. Accordingly, Actares considers the current climate strategy to be inadequate. The short-term reduction targets have not yet been validated by the «Science Based Targets Initiative». A transition plan to net-zero, which includes underwriting, investments and business activities, is meant to be established in 2024, which Actares considers to be rather late. The speaker wonders whether Zurich's own claim to be one of the most responsible companies in the world is really being implemented.

3

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

The speaker asks the Chair whether his working experience at Swiss Re could help setting more measurable and remuneration-relevant sustainability targets and further advancing the climate strategy. Actares will not vote in favor of the current Sustainability Report. Due to the importance of climate topic, Actares recommends for the first time that the Management Report be rejected and opposes the discharge of the Board and Executive Committee. Actares also recommends a "no-vote" on the remuneration-related agenda items. The speaker asks the Chair whether he could assure that the transition plan to net-zero will be submitted to the «Science Based Targets Initiative» for validation as soon as it is available.

The speaker also notes that the vote on the Sustainability Report is advisory and asks why it is not binding.

In response to the first question, the Chair states that Zurich would endeavor to achieve the targets. He informs that the «Science Based Targets Initiative» has not yet published the standard for net-zero. The Chair emphasizes that Zurich, as part of the insurance industry, is very interested in the climate issue.

The insurance industry, along with the state, is the industry that counts most when climate change- related damages occur. He also explains that not all stakeholders agree on the methodology. Zurich, for example, is not always in favor of radical exclusions, but instead, prefers to accompany their customers during their transition journey.

In response to the second question, the Chair notes that the Executive Committee and the Board take the result of the vote on the Sustainability Report seriously, regardless of the type of vote (advisory or binding). The transition plan, which will be published by then end of 2024, will describe how Zurich intends to achieve the net-zero target by 2050.

1. Anna Katharina Zweidler-Mägli, Twann
   The speaker identifies herself as «Klima Seniorin» and refers to the European Court of Human Rights' ruling of the previous day and emphasizes that the climate and the climate movement must now be taken seriously to avoid higher costs.
   The Chair notes that Zurich's sustainability strategy already foresees many measures that will be elaborated on and published in the transition plan.
2. Linus Fischer, Dietikon (represents Marta Lilli Fischer)
   The speaker asks how the Board's and Executive Committee's remuneration described in the Remuneration Report is justified - in particular, the Board Chair's and Group CEO's remuneration. He asks the Chair what makes his work so special that he earns more than a member of the Federal Council. He urges the shareholders to vote "no" on agenda items 5.1 and 5.2.
   With regard to agenda item 1.3, he notes that fracking is a particularly harmful method of extracting natural gas and points out that Zurich has not excluded the insurance of companies that practice fracking. Sixteen of the twenty-six Swiss cantons prohibit fracking on their territory or at least reject it. As member of the International Lake Constance Conference, the Swiss population is clearly against fracking. He asks whether Zurich, as Swiss company, does not therefore consider it appropriate to withdraw from this business.
   He then mentions that a report in February 2024 shows that Zurich is involved in insuring two liquid gas terminals in the US. These terminals endanger the health of the local population, harm local commercial fishermen and pose a major risk to public safety. He claims that Zurich has no human rights policy that

4

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

would prevent them from insuring such problematic projects. He asks whether Zurich plans to adopt such a policy.

In response to the first question, the Chair notes that there are benchmarks in clearly defined markets for the remuneration of Board and Executive Committee members of companies that are comparable to Zurich. The remuneration paid by Zurich is based on the median values of these clearly defined markets and is therefore market standard.

In response to the second question, the Chair notes that Zurich does not insure any fracking projects in Switzerland. Zurich has clear guidelines on the insurance of oil and gas. Zurich has recently updated its position to reflect Zurich's existing practice. Furthermore, Zurich has decided not to insure future development projects. However, Zurich's customers from this industry will continue to be supported through the transition, as the exit is not possible overnight.

In response to the third question, the Chair emphasizes that Zurich has a clear position on human rights and informs that further information can be found in the Sustainability Report.

1. Peter Stephan Fischer, Dietlikon
   The speaker mentions that Zurich has announced in a press article on Monday that it will improve its climate guidelines and exclude new oil and gas projects in future. He asks whether Zurich will no longer insure new downstream projects and whether Zurich will, for example, continue to insure new liquid gas power plants.
   The speaker further asks whether the Executive Committee or, if applicable, the Board, has access to a private jet. If so, he asks how many business trips were made by private jet in 2023, split by Executive Committee and Board. He further asks whether Zurich is willing to refrain from travelling in private jets in future.
   In response to the first question, the Chair notes that Zurich's updated position on fossil fuels is that Zurich no longer insures new oil and gas exploration and development projects. This therefore relates to the upstream business. Zurich will continue to work closely with its customers from coal-intensive industries to better understand their needs and challenges. Zurich is investing in sustainable solutions and capabilities to support these customers in their transition to net-zero emissions.
   In response to the second question, the Chair informs that Zurich's Executive Committee - but not the Board to date - sometimes uses a private jet in urgent, important and time-critical cases, particularly in the US. Private jet use is included in the calculation of emissions resulting from Zurich's own business activities.
2. Björn Michael Müller, Seuzach (represents Klaus Gasser)
   The speaker, who belongs to Collectif BreakFree, asks how investments, such as those in Exxon Mobil, are justified.
   The Chair explains that Zurich has a clear investment strategy that pursues a net-zero target by 2050. Zurich's investments are based on very clear criteria. Furthermore, Zurich is pursuing a net-zero strategy with clear milestones. Zurich has set itself the target of reducing financed emissions by twenty-five percent and has already achieved a reduction of forty-three percent, and thus, already exceeded the target.

5

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

1. Hanspeter Saxer, Wädenswil
   The speaker explains that the "Insure Our Future" network had commissioned research from the Insuramore market research institute. The results were published in the "Scorecard" report in November 2023. According to this data, Zurich generates between USD 450-750 million premiums per year from insuring coal, oil and gas. This puts Zurich in 6th place worldwide. An article published last Monday by Bloomberg even speaks of USD 2.1 billion premium income from the entire energy sector, including the USD 82 million from renewable energies reported in the Sustainability Report. The speaker asks which figures are correct and how high Zurich's premium income from coal, oil and gas is.
   The Chair states that Zurich's premium income from coal, oil and gas is below five percent of total premiums in the corporate customer business. Zurich commits to publish the targets relevant for underwriting in 2024. This will include targets regarding the decarbonization of Zurich's underwriting portfolio and the commitment to support the energy transition of Zurich's customers.
2. Victor Paul Locher, Laupen (represents Urs Widmer)
   The speaker refers, among other things, to international agreements and a report by an American university. He mentions that Zurich's Sustainability Report 2023 quotes the Paris Agreement nine times and "net-zero target 2050" 86 times. The Sustainability report emphasizes that Zurich is committed to these targets. He asks whether Zurich has binding plans for the total phase-out from the oil and gas business. If so, he wants to know what these plans are.
   The Chair explains that Zurich will provide details on this in the transition plan. Zurich has the clear target of achieving net-zero emissions for the entire company by 2050. Supporting customers in the transition to net-zero plays a central role. Zurich believes that a transition is necessary for the economy and society so that the risks arising from this process can be mastered together. A balance must be found between the necessity, affordability and security of energy supply and a fair transition must be ensured.
3. Luisa Gehriger, Basel (represents Heinz Moser)
   The speaker who is a member of the «Mietenplenum Zürich» mentions that the Zurich-investment group invests in residential property in Switzerland and abroad. According to calculations by the «Mietenplenum Zürich», 400 tenants at Grosswiesen-/glattwiesenstrasse in Zurich - a property owned by "Zürich Investment AG" - are, for example, currently affected by terminations. The speaker asks how yield expectations are adapted to the conditions for socially and ecologically compatible real estate management.
   The Chair explains that numerous criteria are considered when evaluating real estate developments. In addition to the economic rental potential, spatial planning requirements regarding the economical use of building land, densification and sustainability aspects are also considered. Claims from previous tenants informed in advance are usually taken into account by offering them extension options and allowing them to apply for one of the new apartments.
4. Daniel Widler, Goldau
   The speaker refers to Zurich's announcement that it will no longer insure oil and gas projects and coal mines for steel production. He asks how Zurich's shareholders can be sure that this announcement will be implemented quickly. He is of the opinion that interim targets would contribute to transparency.

6

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

The Chair explains that Zurich plans to integrate this position into the underwriting process in 2024. In addition, Zurich will report on Zurich's measures and the transition plan in the Sustainability Report 2024.

1. Fabian Rudolf Leonhard Damerow Hauke, Hamburg, Germany (represents Marianne Gloor)
   The speaker asks whether Zurich's newly announced position also applies to investment projects. He further wants to know by which CO2 reduction path and with which total CO2 budget Zurich intends to achieve the target of climate neutrality by 2050 at the latest.
   The Chair explains that the transition plan - as already mentioned several times - is currently being established and will subsequently be published. He points out that some of the CO2 targets have already been published.
2. Gianfranco Guidice, Winterthur
   The speaker refers to the Disability Discrimination Act and the European Accessibility Act and asks what Zurich is doing to ensure the inclusion of people with disabilities and to make Zurich's services and products usable for all people. The speaker further points out that he cannot vote autonomously with his voting device because it does not have a voice output.
   The Chair explains that the European Accessibility Act must be implemented by June 28, 2025. The relevant Zurich business units in the EU are working on implementing the technical improvements on their websites and mobile apps.
3. Remo Baumann, Untersiggenthal
   The speaker speaks about US fines that certain companies active in commodities trading had to pay. He mentions that Zurich plays an important role in hedging commodity trading risks. The speaker asks how Zurich is responding to being associated with these commodity trading companies and which actions Zurich takes so that these change their behavior.
   The Chair explains that Zurich does not insure commodity trading.
4. Hugo-JulesBlikisdorf, Untersiggenthal (represents Olivier Bourgogne)
   The speaker asks whether Zurich will also withdraw from insuring oil projects in Norway.
   The Chair explains that Zurich - as already mentioned several times - will not insure any new oil and gas exploration and development projects. This are global guidelines that also cover Norway.
5. Andreas von Angerer, Munich, Germany (represents Sergi Armengol Suquet)
   The speaker is surprised that underwriting only plays a subordinate role in the Sustainability Report, while the focus is on investments. He asked what the reason is, as he believes that underwriting has the greatest potential to accelerate the transition to net-zero. The speaker further mentions that the example of coal mining showed that the construction of new coal power plants fell by 80 percent when the most important large insurance companies implemented their exclusion guidelines. He asks whether Zurich

7

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

expects a similar scenario for oil and gas. He also wants to know how many customers in the energy sector are not subject to an engagement dialogue.

The Chair reiterates that Zurich will not insure any new oil and gas exploration and development projects. Zurich expects all oil and gas customers to have credible transition plans aimed at net-zero by 2050, with interim targets and clearly measurable commitments. Zurich is not only delegating responsibility to its customers, but is also setting critical targets for itself.

1. Nora Scheel, Zurich
   The speaker who speaks on behalf of Campax refers to Zurich's new climate guidelines. She describes them as very good news. This step must, however, be followed by actions and further steps. She requests that the new guidelines be published quickly and implemented immediately. In addition, not only new oil and gas fields shall be excluded, but also the expansion of existing oil and gas fields as well as new mid- and downstream projects, such as pipelines and power plants. She is also calling for the guidelines to be applied to asset management and for Zurich to commit to phasing out its entire oil and gas business.
   The speech is followed by a short interruption organized by Campax.
2. Ulf Dahlmann, Weinheim, Germany
   The speaker asks the Chair whether he arrived by car or public transport and suggests that Zurich's shareholders be provided with a public transport ticket in future. He further mentions that he would appreciate it if some printed copies of the Annual Report were available. The speaker further refers to the approximate over thirty-two percent risk of insurers being affected by hurricanes. He wonders whether this really represents such a high risk and how it can be addressed. He further notes that the retail retention rate, i.e., the number of customers who stayed with Zurich, has decreased by two percent, while the number of corporate customers has increased. He asks which measures Zurich is taking in this regard. In addition, the fluctuation rate at Zurich is around fourteen percent, i.e., two percent higher than in the previous year. He considers this to be relatively high. He wants to know how Zurich is preventing employee turnover. Regarding the Swiss Solvency Test ratio, he mentions that it has decreased from 267 to 233 percent and that the available financial resources have therefore also decreased sharply. He asks what consequences this will have for the future.
   The Chair informs that the Board and Executive Committee members arrived by electric car. In 2020, Zurich decided to make the Annual Report available only online. In 2021, Zurich set itself the target of having fully digital customer communication by 2025.
   Responding to the question on the risk posed by hurricanes, the Chair explains that these are underwriting considerations that are complex to answer. It is the art of insurance to assess these trends. The Chair will answer the speaker's remaining questions personally after the AGM.
3. Walter Grob, Bern
   The speaker explains that he appreciates the fact that the General Meeting takes place in person rather than virtually and that an exchange of opinions is possible.

8

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

1. Peter Stephan Fischer, Dietikon
   The speaker asks again how often the Executive Committee flies by private jet.
   The Chair explains that he does not have the statistics available. The speaker will, therefore, receive a written answer.
2. Linus Fischer, Dietikon
   The speaker asks for a personal statement of the Group CEO on his remuneration of CHF 9.83 million.
   The Chair explains that the Group CEO does not have to comment on his remuneration, as the Board determines the remuneration of all Executive Committee members. Details regarding the Group CEO's remuneration are disclosed in the Remuneration Report 2023 on page 98. The remuneration of all Executive Committee members, including the Group CEO, is based on the median values in clearly defined markets.
3. Andreas Märki, Erlenbach
   The speaker mentions that Zurich has lots of information, knowledge and experience on climate topics, but does not share it. He explains that he has analyzed scientific articles on climate topics and summarizes his findings. He asks whether Zurich has a clear conscience if it does not take a clear position.
   The Chair explains that, in his opinion, Zurich takes a clear position.
4. Karl Wehrli, Einsiedeln
   The speaker asks why shareholders no longer receive a parking ticket.
   The Chair responds that the offer of a parking ticket will be assessed for the next AGM.
5. Orlando Rino Da Rold, Solothurn
   The speaker says that he has Parkinson's. He receives effective therapy that helps to reduce costs. The speaker thanks the Executive Committee for their support.
6. Wilhelm Tschopp, Effretikon
   The speaker refers to Peter Stephan Fischer's intervention and expects that Mr. Fischer receives a written answer to his question.
   The Chair explains that this will be assessed.

9

Minutes of the 24th Annual General Meeting of Zurich Insurance Group Ltd of April 10, 2024

Agenda item 1.1: Approval of the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2023

The General Meeting approves the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2023 with the following result:

	Percent	Number of votes
Represented shares/votes	100%	60,602,443
Votes in favor	99.54%	60,324,115
Votes against	0.15%	93,581
Abstentions (incl. no vote)	0.31%	184,747

Agenda item 1.2: Advisory vote on the Remuneration Report 2023

The General Meeting approves the Remuneration Report 2023 in an advisory vote with the following result:

	Percent	Number of votes
Represented shares/votes	100%	60,602,443
Votes in favor	80.72%	48,919,978
Votes against	18.57%	11,250,438
Abstentions (incl. no vote)	0.71%	432,027

Agenda item 1.3: Advisory vote on the Sustainability Report 2023

The General Meeting approves the Sustainability Report 2023 in an advisory vote with the following result:

	Percent	Number of votes
Represented shares/votes	100%	60,602,443
Votes in favor	91.56%	55,484,290
Votes against	7.63%	4,626,611
Abstentions (incl. no vote)	0.81%	491,542

10