Minutes of the 15 th Annual General Meeting of Zurich Insurance Group Ltd on Wednesday, April 1, 2015 (2:15 p.m.), Wallisellenstrasse 45, Hallenstadion, CH-8050 Zurich Oerlikon Translated from the German original* Formal matters Chairman: Secretary: Tom de Swaan, Chairman of the Board of Directors Adrian Peyer, Secretary of the Board of Directors Notary: Scrutineers: Christoph Nörr, Deputy Notary Public Zurich Enge, for official certification of the resolution on the amendment to the Articles of Incorporation (agenda item 6) Dr. Beat Krähenmann (chairperson of the scrutineers) Robert Amgwerd Jean-Baptiste Emery Stephan Flückiger Dr. Felix Horber Silvan Jampen Dr. Irene Klauer Roberto Küttel Dr. Rainer Saxer Independent voting rights representative as defined by article 689c CO: Auditors: lic. iur. Andreas G. Keller, Attorney at Law PricewaterhouseCoopers AG, Zurich, represented by Mark Humphreys, Markus Neuhaus, Peter Eberli und Stephen O Hearn The Chairman opens the Annual General Meeting at 2:15 p.m. and welcomes the shareholders. He notes that the convening notice of the Annual General Meeting was published on March 6, 2015 in the Swiss Official Gazette of Commerce and that the invitation was sent on March 5, 2015 to all shareholders entered in the share register with voting rights. The Chairman states that no requests for the inclusion of items on the agenda have been received from shareholders and that the Annual Report 2014, including the Remuneration report 2014, has been available for inspection at the company s headquarters since March 6, 2015. He then determines that the Annual General Meeting is properly convened and can pass resolutions. The Chairman explains to shareholders their powers according to law and Articles of Incorporation and also informs them of other administrative provisions and issues. Voting and elections will be conducted electronically. There follow speeches by the Chairman (Appendix 1) and the CEO, Mr. Martin Senn (Appendix 2). * Please note that this is only a translation of the German original. In the event of any inconsistency or ambiguities in the meaning of any word or phrase in this translated version, the German version shall prevail.
Attendance Based on the count of admission cards handed in at 3.05 p.m., 1,744 shareholders and the independent voting rights representative are present, representing together a total of 60,801,878 votes, and 62.55 percent of registered shares with voting rights: Shareholders Independent voting rights representative 842,383 votes 59,959,495 votes Agenda Item 1: Reporting on the financial year 2014 The Chairman informs shareholders present that agenda item 1 is split into two sub-agenda items that will each require a vote: Shareholders will first vote on the approval of the Annual Report, the Annual financial statements and the Consolidated financial statements 2014 (agenda item 1.1), and will then have the opportunity to express their opinion on the Remuneration report 2014 in a non-binding advisory vote (agenda item 1.2). The Chairman explains the structure of the Annual Report and notes that the statutory auditors, PricewaterhouseCoopers Ltd, recommend approving the Annual financial statements of Zurich Insurance Group Ltd and the Consolidated financial statements of Zurich Insurance Group. The Chairman then elaborates on the Remuneration report. He points out that the relevant parts of the Remuneration report 2014 have also been audited by PricewaterhouseCoopers Ltd and reiterates that the vote on agenda item 1.2 will be a non-binding advisory vote. Subsequently, the Chairman invites shareholders to discuss agenda items 1.1 and 1.2. One shareholder requests the floor on these items: 1 Actares, represented by Rudolf Meyer, Zurich The speaker praises Zurich for a stronger commitment and progress made in terms of climate policy and corporate responsibility. But the speaker sees no evidence of tangible results. With regards to promoting women, Actares would like to see clear goals and verifiable numbers. The speaker then refers to media reports about the remuneration items. According to these reports, Ethos Foundation has criticized Zurich for, allegedly, arbitrarily changing the assessment period used to calculate Group Executive Committee s members current long-term incentive plans, and instead of the three years anticipated, based them on only one year. Actares thus recommends voting against the Remuneration report, and also recommends that members of the Board of Directors not be granted discharge. The speaker notes that Actares, in its voting recommendations issued prior to the Annual General Meeting, erroneously advised voting in favor of the discharge. Actares also recommends voting against the prospective vote on remuneration under agenda item 5, as they deem it not acceptable that shareholders should be requested to vote generally before knowing the exact circumstances and conditions. Lastly, the speaker asks if Zurich is willing to report on its progress in terms of corporate responsibility over the past years, supported by concrete data and comparisons. He also asks if the complaints related to the remuneration items have a basis in fact, and criticizes the 50 percent increase in the remuneration paid to the Chairman. The Chairman thanks the speaker and notes that Zurich has taken significant steps to promote gender equality, such as strategically revamping processes designed to promote talent and develop new staff, developing programs specifically designed to support women, and implementing global training programs on gender-specific issues. Diversity and Inclusion is a priority at Zurich. Zurich will also develop and implement concrete plans at the country level. The Chairman notes that the proportion of women on the Board of Directors will be 36 percent upon the election of Ms. Joan Amble. He emphasizes that this is an exemplary result compared with an average of under 20 percent at other SMI companies. 2/12
To summarize, the Chairman notes that the long-term incentive plan for Zurich Insurance Group was newly realigned as per January 1, 2014. The reasons for this were the introduction of the new Group strategy for 2014 2016, and to achieve a more forward-looking, long-term remuneration structure. Due to the re-orientation of the remuneration system, there is a transition phase during which performance criteria and the respective performance periods will be gradually implemented. Achievement of performance criteria is measured, in general, over a period of several years. If justified, the Articles of Incorporation allow a deviation from that rule during a transition phase. Regarding the approval of the remuneration as per agenda item 5, the Chairman explains that the approach chosen by Zurich allows shareholders to express their opinion on remuneration twice: first in a prospective vote on the maximum total amount of remuneration, and second, retrospectively in the context of a non-binding advisory vote on the Remuneration report. This approach, which was clearly supported by the General Meeting in 2014, is in Zurich s best interests because it provides predictability and legal certainty for the company and ensures that Zurich remains an attractive employer for qualified senior management. With regard to the amount of total remuneration proposed for the Board of Directors, the Chairman points out that Zurich, as a global insurer, must be able to offer attractive remuneration it to attract and retain top-level members with wide-ranging backgrounds and broad experience for the Board of Directors. The respective remuneration amount is reviewed annually by the Remuneration Committee. The increased remuneration is mainly paid out as restricted shares. Agenda Item 1.1: Approval of the Annual Report, the Annual financial statements and the Consolidated financial statements for 2014 The General Meeting approves the Annual Report, the Annual financial statements and the Consolidated financial statements for 2014 with the following result: Current attendance 60,806,188 cast 60,777,353 in favor 99.82% 60,084,214 Against 0.18% 102,689 Abstentions 590,450 Agenda Item 1.2: Advisory vote on the Remuneration report 2014 The General Meeting accepts the Remuneration report 2014 with the following result: Current attendance 60,806,248 cast 60,790,952 in favor 86.92% 52,015,479 Against 13.08% 7,826,757 Abstentions 948,716 3/12
Agenda Item 2: Appropriation of available earnings for 2014 and appropriation of capital contribution reserve Under item 2.1, the Board of Directors proposes to appropriate the available earnings for 2014 as follows: Net income after taxes 2014 CHF 2,722,822,269 Balance brought forward CHF 7,648,444,276 Available earnings for 2014 CHF 10,371,266,545 Balance to be carried forward CHF 10,371,266,545 Under item 2.2, the Board of Directors proposes to appropriate a part of the capital contribution reserve as follows: Distribution for the 2014 financial year of a dividend from capital contribution reserve of CHF 17.00 per share with a nominal value of CHF 0.10 each for 149,636,836* shares CHF 2,543,826,212* * These figures are based on the share capital issued on December 31, 2014, and may change, depending on the number of shares issued on April 8, 2015. Treasury shares are not entitled to dividends and will not be taken into account. Subsequently, the Chairman invites shareholders to discuss agenda items 2.1 and 2.2. Four shareholders request the floor on these items: 1 Heiner Hofmann, Suhr The speaker says that he is glad that Zurich continues to pay a high dividend. He requests that the Board of Directors consider the option of offering a scrip dividend (offering a choice between a cash dividend and Zurich shares) in the coming year. The speaker welcomes the fact that Zurich has increased its share investments despite tough investment guidelines. The speaker also favors allowing companies as much freedom as possible to act. The Chairman explains that even though share dividends are not uncommon in certain countries, Zurich knows that many of its shareholders, mainly those in the U.S. and U.K., do not want a scrip dividend; the shareholders prefer to decide for themselves how to invest their dividend earnings. 2 Robert Hunziker, Neuhausen am Rheinfall The speaker explains that the main reason for his coming to the General Meeting is his desire to thank Zurich. He is delighted by media reports that Zurich has further increased the number of jobs for apprentices. The speaker also enjoyed watching the video about handicapped sports shown prior to the Annual General Meeting. He explains that he has the privilege to accompany disabled athletes and support them. The Chairman thanks the speaker for his kind words and for his engagement in supporting handicapped sports. 3 Barbara Siegenthaler, Köniz Before giving the floor to the speaker, the Chairman reminds her that he already has been personally informed regarding the legal circumstances and facts of her case and that he sees no reason to deviate from Zurich s position, which already has been communicated many times. Zurich regards the case as definitively closed. The speaker talks about a claim concerning her, which happened 27 years ago, which Zurich and the courts involved did not handle to her satisfaction. The Chairman refers to his introductory remarks that Zurich regards the case as definitively closed. 4/12
4 Hermann Struchen, Zürich The speaker says he is happy that the proposed dividend will be paid again this year out of the capital contribution reserve. He would like to know how much capital contribution reserve will remain after deducting the roughly CHF 2.5 billion. The dividend amount per share having remained unchanged since 2011, the speaker would welcome it if, in spite of the good returns, the amount could be increased in future. The Chairman thanks the speaker and explains that the capital contribution reserve amounted to roughly CHF 6 billion as per December 31, 2014. The capital contribution reserve would therefore amount to roughly CHF 3.5 billion after deducting the proposed dividend of roughly CHF 2.5 billion for the financial year 2014. Agenda Item 2.1: Appropriation of available earnings for 2014 The General Meeting approves the Board of Directors motion on the appropriation of available earnings for 2014 with the following result: Current attendance 60,800,842 cast 60,783,926 in favor 99.92% 60,307,971 Against 0.08% 44,428 Abstentions 431,527 Agenda Item 2.2: Appropriation of capital contribution reserve The General Meeting approves the Board of Directors motion on the appropriation of the capital contribution reserve with the following result: Current attendance 60,800,642 cast 60,754,740 in favor 99.94% 60,290,778 Against 0.06% 33,071 Abstentions 430,891 The Chairman says that it is planned to pay the dividend from the capital contribution reserve of CHF 17.00 per share from April 9, 2015 in accordance with the dividend payment instructions. 5/12
Agenda Item 3: Discharge of members of the Board of Directors and of the Group Executive Committee The Board of Directors proposes to discharge the members of the Board of Directors and the Group Executive Committee for their activities in the 2014 financial year. The Chairman informs the General Meeting that the motion for discharge also includes all members that have left or have been newly appointed to the Board of Directors or the Group Executive Committee in the 2014 financial year. The Chairman points out that those persons who have participated in the management of the company are not authorized to participate in the votes on the discharge from liability, neither with their own shares nor with shares that they represent. The General Meeting discharges the members of the Board of Directors and Group Executive Committee with the following result: Current attendance 60,613,000 cast 60,422,455 in favor 99.48% 59,320,469 Against 0.52% 305,647 Abstentions 796,339 Agenda Item 4: Elections and re-elections Agenda Item 4.1: Election and re-elections Board of Directors Agenda Item 4.1.1: Re-election of Mr. Tom de Swaan as Chairman of the Board of Directors For this agenda item, Mr. Fred Kindle, Vice-Chairman of the Board of Directors, acts as Chairman. He explains that the Board of Directors proposes to re-elect Mr. Tom de Swaan as Chairman of the Board of Directors for a term of The General Meeting re-elects Mr. Tom de Swaan as Chairman of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting with the following result: Current attendance 60,800,193 cast 60,544,482 in favor 98.63% 58,199,891 Against 1.37% 805,730 Abstentions 1,538,861 6/12
The Chairman expresses his gratitude to shareholders for placing their confidence in him. Agenda items 4.1.2 4.1.9 The General Meeting continues with the re-elections of the current members of the Board of Directors. Due to numerous re-elections, the Chairman invites the shareholders to discuss agenda items 4.1.2 to 4.1.9 (re-election candidates) prior to the eight re-election rounds. The Chairman explains that the individual results will be announced at the end of all re-elections. Agenda Item 4.1.2: Re-election of Ms. Susan Bies as member of the Board of Directors The Board of Directors proposes to re-elect Ms. Susan Bies as member of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting. Agenda Item 4.1.3: Re-election of Dame Alison Carnwath as member of the Board of Directors The Board of Directors proposes to re-elect Dame Alison Carnwath as member of the Board of Directors for a term of Agenda Item 4.1.4: Re-election of Mr. Rafael del Pino as member of the Board of Directors The Board of Directors proposes to re-elect Mr. Rafael del Pino as member of the Board of Directors for a term of Agenda Item 4.1.5: Re-election of Mr. Thomas K. Escher as member of the Board of Directors The Board of Directors proposes to re-elect Mr. Thomas K. Escher as member of the Board of Directors for a term of Agenda Item 4.1.6: Re-election of Mr. Christoph Franz as member of the Board of Directors The Board of Directors proposes to re-elect Mr. Christoph Franz as member of the Board of Directors for a term of Agenda Item 4.1.7: Re-election of Mr. Fred Kindle as member of the Board of Directors The Board of Directors proposes to re-elect Mr. Fred Kindle as member of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting. Agenda Item 4.1.8: Re-election of Ms. Monica Mächler as member of the Board of Directors The Board of Directors proposes to re-elect Ms. Monica Mächler as member of the Board of Directors for a term of Agenda Item 4.1.9: Re-election of Mr. Don Nicolaisen as member of the Board of Directors The Board of Directors proposes to re-elect Mr. Don Nicolaisen as member of the Board of Directors for a term of The General Meeting re-elects all current members of the Board of Directors standing for re-election for a term of office ending with the conclusion of the next Annual General Meeting with the following results: 7/12
Item Name Attendance/ cast in favor Against Abstentions 4.1.2 Ms. Susan Bies 60,799,993 60,757,756 4.1.3 Dame Alison Carnwath 60,799,661 60,737,338 4.1.4 Mr. Rafael del Pino 60,799,661 60,752,428 4.1.5 Mr. Thomas K. Escher 60,799,661 60,768,697 4.1.6 Mr. Christoph Franz 60,799,661 60,716,066 4.1.7 Mr. Fred Kindle 60,799,661 60,605,776 4.1.8 Ms. Monica Mächler 60,799,661 60,764,510 4.1.9 Mr. Don Nicolaisen 60,799,661 60,715,262 60,076,915 99.71% 59,435,321 98.99% 60,052,432 99.70% 59,533,052 98.78% 59,914,886 99.51% 59,679,548 99.57% 60,046,332 99.63% 59,902,132 99.51% 169,504 0.29% 603,929 1.01% 176,482 0.30% 733,528 1.22% 291,819 0.49% 255,197 0.43% 219,990 0.37% 290,896 0.49% 511,337 698,088 523,514 502,117 509,361 671,031 498,188 522,234 [Note: Due to a display error, the voting results regarding agenda items 4.1.6 4.1.9 are slightly different from the numbers shown on screen in the hall. The numbers shown here reflect the correct voting results.] Agenda items 4.1.10 4.1.11 The General Meeting continues with the election of the two new candidates as members of the Board of Directors, Ms. Joan Amble and Mr. Kishore Mahbubani. The Chairman invites the shareholders to discuss both proposals prior to the elections. These individual results will also be announced only at the end of both elections. Agenda Item 4.1.10: Election of Ms. Joan Amble as member of the Board of Directors The Board of Directors proposes to elect Ms. Joan Amble as member of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting. Agenda Item 4.1.11: Election of Mr. Kishore Mahbubani as member of the Board of Directors The Board of Directors proposes to elect Mr. Kishore Mahbubani as member of the Board of Directors for a term of The General Meeting elects Ms. Joan Amble and Mr. Kishore Mahbubani as members of the Board of Directors for a term of office ending with the conclusion of the next Annual General Meeting with the following results: Item Name Attendance/ cast in favor Against Abstentions 4.1.10 Ms. Joan Amble 60,810,017 60,735,537 4.1.11 Mr. Kishore Mahbubani 60,810,017 60,765,342 59,680,020 99.14% 59,997,774 99.63% 514,404 0.86% 222,575 0.37% 541,149 544,993 8/12
Agenda Item 4.2: Election and re-elections Remuneration Committee The Chairman points out that the members of the Remuneration Committee are individually elected by the General Meeting for a term of The general meeting proceeds with the re-election of the current members of the Remuneration Committee and the election of Christoph Franz as new member of the Remuneration Committee. The Chairman invites the shareholders to discuss any proposed candidate prior to the first re-election. Due to numerous re-elections, the individual results will also only be announced at the end of the elections. Agenda Item 4.2.1: Re-election of Dame Alison Carnwath as member of the Remuneration Committee The Board of Directors proposes to re-elect Dame Alison Carnwath as member of the Remuneration Committee for a term of Agenda Item 4.2.2: Re-election of Mr. Tom de Swaan as member of the Remuneration Committee For this agenda item, Mr. Fred Kindle, Vice-Chairman of the Board of Directors, acts again as Chairman. He explains that the Board of Directors proposes to re-elect Mr. Tom de Swaan as member of the Remuneration Committee for a term of Agenda Item 4.2.3: Re-election of Mr. Rafael del Pino as member of the Remuneration Committee The Board of Directors proposes to re-elect Mr. Rafael del Pino as member of the Remuneration Committee for a term of Agenda Item 4.2.4: Re-election of Mr. Thomas K. Escher as member of the Remuneration Committee The Board of Directors proposes to re-elect Mr. Thomas K. Escher as member of the Remuneration Committee for a term of Agenda Item 4.2.5: Election of Mr. Christoph Franz as member of the Remuneration Committee The Board of Directors proposes to elect Mr. Christoph Franz as member of the Remuneration Committee for a term of The General Meeting re-elects all current members of the Remuneration Committee and elects Christoph Franz as new member of the Remuneration Committee for a term of office ending with the conclusion of the next Annual General Meeting with the following results: 9/12
Item Name Attendance/ cast in favor Against Abstentions 4.2.1 Dame Alison Carnwath 60,810,110 60,764,844 56,234,492 93.33% 4,018,227 6.67% 512,125 4.2.2 Mr. Tom de Swaan 60,810,110 60,762,900 54,752,805 92.46% 4,463,640 7.54% 1,546,455 4.2.3 Mr. Rafael del Pino 60,810,110 60,757,927 56,131,544 93.18% 4,102,999 6.82% 523,384 4.2.4 Mr. Thomas K. Escher 60,810,235 60,758,914 55,617,951 92.31% 4,630,066 7.69% 510,897 4.2.5 Mr. Christoph Franz 60,810,260 60,754,827 59,805,438 99.28% 428,914 0.72% 520,475 Agenda Item 4.3: Re-election of the independent voting rights representative The Board of Directors proposes to re-elect the current independent voting rights representative Mr. lic. iur. Andreas G. Keller, Attorney at Law, as independent voting rights representative for a term of office ending with the conclusion of the next Annual General Meeting. The General Meeting re-elects Mr. lic. iur. Andreas G. Keller as independent voting rights representative for a term of office ending with the conclusion of the next Annual General Meeting with the following result: Current attendance 60,810,542 cast 60,734,247 in favor 99.93% 60,263,294 Against 0.07% 41,942 Abstentions 429,011 Agenda Item 4.4: Re-election Auditors The Chairman notes that the statutory term of office of the auditors is one year and explains that the Board of Directors proposes to re-elect PricewaterhouseCoopers Ltd, Zurich, as auditors for the financial year 2015. The Chairman confirms that PricewaterhouseCoopers Ltd fulfills all independence requirements, is registered as a federally-supervised audit firm and thus qualifies as auditors. 10/12
The General Meeting re-elects PricewaterhouseCoopers Ltd, Zurich, as auditors for the financial year 2015 with the following result: Current attendance 60,810,622 cast 60,745,117 in favor 97.52% 58,687,639 Against 2.48% 1,488,619 Abstentions 568,859 Agenda Item 5: Approval of Remuneration The Chairman informs the shareholders that for the first time there will be a binding vote on remuneration of the Board of Directors and Group Executive Committee. The agenda item 5 is split into two sub-agenda items: the approval of the remuneration of the Board of Directors (agenda item 5.1) and the approval of the remuneration of the Group Executive Committee (agenda item 5.2). The Chairman refers to the Board of Directors Report, which was attached to the invitation to the Annual General Meeting and which included important explanations on the approval of the remuneration of the Board of Directors and of the Group Executive Committee. He briefly addresses both sub-agenda items and opens the discussion. Agenda Item 5.1: Approval of the remuneration of the Board of Directors The General Meeting approves a maximum total amount of remuneration of the Board of Directors of CHF 4,900,000 for the period from the Annual General Meeting 2015 to the Annual General Meeting 2016 with the following result: Current attendance 60,810,628 cast 60,753,666 in favor 95.55% 57,318,755 Against 4.45% 2,664,006 Abstentions 770,905 Agenda Item 5.2: Approval of the remuneration of the Group Executive Committee The General Meeting approves a maximum total amount of remuneration of the Group Executive Committee of CHF 75,900,000 for the financial year 2016 with the following result: 11/12
Current attendance 60,810,678 cast 60,596,494 in favor 89.93% 53,854,447 Against 10.07% 6,025,499 Abstentions 716,548 Agenda Item 6: Amendment to the Articles of Incorporation (Article 10 Clause 4 and Article 30 Paragraph 2) The Chairman refers to the new provisions on the commercial accounting and financial reporting of the Swiss Code of Obligations, which entered into force on January 1, 2013. The Articles of Incorporation thus need to be amended accordingly. The proposed amendment to the Articles of Incorporation was listed in the invitation and published in the Swiss Official Gazette of Commerce on March 6, 2015. The General Meeting approves the proposed amendment to the Articles of Incorporation with the following result: Current attendance 60,810,582 cast 60,721,510 in favor 99.86% 60,114,494 Against 0.14% 80,917 Abstentions 526,099 The resolution regarding the amendment to the Articles of Incorporation is officially certified by the Deputy Notary Public Christoph Nörr, Zurich Enge, personally present. The Chairman closes the Annual General Meeting of Zurich Insurance Group Ltd at 16.58 p.m. Tom de Swaan Chairman Adrian Peyer Secretary Appendices Appendix 1: Speech of the Chairman, Tom de Swaan Appendix 2: Speech of the CEO, Martin Senn 12/12