AGM minutes 2026 (zig agm minutes 2026)

Minutes of the

26th Annual General Meeting of Zurich Insurance Group Ltd

Wednesday, April 8, 2026

Place: Hallenstadion, Wallisellenstrasse 45, 8050 Zurich, Switzerland Start: 9:30 a.m. CEST

Translation of the German original

‌Formal matters

The Chair opens the 26th Annual General Meeting («AGM») of Zurich Insurance Group Ltd («Zurich»)

at 9:30 a.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 AGM had been convened by publication of the invitation in the Swiss Official Gazette of Commerce on March 13, 2026, with the announcement of the complete agenda. He informs that the Annual Report 2025 has been available on the internet since March 5, 2026. The Chair then ascertains that no agenda requests or proposals from shareholders have been received, and that the AGM has been convened in due time and form and constitutes a quorum. The Chair appoints Kathrin Hoppe, Company Secretary, as minute taker.

The Chair appoints the above-mentioned individuals as scrutineers. He informs the shareholders of their rights according to the law and the articles of association and explains further administrative regulations and matters. Resolutions are passed electronically. The AGM is recorded on tape and video and broadcasted live on the internet.

The Chair informs, on behalf and in the name of Raphael Keller, acting as representative of the independent voting representative, the Law Office Keller Ltd, Zurich, that Raphael Keller provided the Board with aggregated information on the voting instructions received up to that point on Thursday, April 2, 2026.

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

‌Attendance

After counting the admission cards submitted at 9:54 a.m., 1,325 shareholders and the independent voting representative were present; this corresponds to a total of 72,863,822 votes and 66.75% of the shares entitled to vote:

‌Agenda items

‌Agenda item 1: Reporting for the financial year 2025

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 2025», agenda item 1.2 «Advisory vote on the Remuneration Report 2025» and agenda item 1.3

«Advisory vote on the Sustainability Report 2025».

Under agenda item 1.1, the Board proposes the approval of the Management Report, the Annual Financial Statements and the Consolidated Financial Statements of Zurich for the financial year 2025. The auditors Ernst & Young Ltd («EY») have audited the Annual and Consolidated Financial Statements and recommended their approval in their audit reports.

Under agenda item 1.2, the Board proposes the approval of Zurich's Remuneration Report 2025 in an advisory vote. EY has audited the legally required parts of the Remuneration Report and confirmed in their audit report that they comply with the legal requirements and the articles of association. The Chair then elaborates on the Remuneration Report.

Under agenda item 1.3, the Board proposes the approval of Zurich's Sustainability Report 2025 in an advisory vote. The Chair elaborates on the Sustainability Report and concludes by stating that EY has conducted an independent review of certain KPIs and that the corresponding report from

EY is included in the annual report.

The Chair opens the discussion. Speakers intervene as follows:

1. Nicolas Goetschmann, Montreux (Actares)

   The speaker criticizes that the Group CEO was granted the maximum Short-Term Incentive even though important sustainability targets were missed. He points out that Zurich explained these targets are not part of the STIP criteria. The speaker asks how sustainability targets can be considered binding if their failure does not lead to any consequences. He goes on to address insurance for companies that extract fossil fuels. While he understands Zurich's argument for a gradual transition, he criticizes the approach as remaining open-ended without clearly defined exclusion thresholds. The speaker asks at what point Zurich decides that an activity is no longer compatible with its net-zero commitment. The speaker further mentions that Zurich aims to build resilience, but at the same time has reduced its involvement in high-risk areas, such as U.S. hurricanes. While this is understandable from a financial perspective, it raises the question from a societal perspective whether Zurich's role in the face of excessive risks is shifting from risk-taker to risk-avoider. He asks how the Board prioritizes when there is a tension between profitability and maintaining insurance coverage for vulnerable communities.

   On the first question, the Chair explains that Zurich has not missed any important sustainability targets. He emphasizes that sustainability targets are part of the LTIP criteria, not the STIP criteria. The Group CEO's STIP was determined by strong business results and the individual performance of the Group CEO based on his agreed targets. On the second question, the Chair explains that Zurich continues to believe accompanying its customers on their decarbonization journey is more effective than outright exclusions. Exclusions only reduce emissions in Zurich's portfolio, not in the real economy. An orderly exit from fossil fuels is complex. Zurich expects oil and gas producers to have credible net-zero plans in place by 2030. As a last resort, Zurich will end business relationships after 2030 in cases of insufficient progress and where legally permissible. On the third question, the Chair explains that Zurich needs a stable and diversified portfolio to reliably settle claims. Excessive risk concentration in regions with known high climate risks endangers Zurich's ability to meet the claims of all insured parties. However, insurance means more than compensation. Zurich works closely with its customers to minimize their risks and increase their resilience to natural disasters, so that all parties benefit. The Chair stresses the importance of debating insurability. If something is not insurable, it cannot be invested in.

2. Peter Alig, Zurich

   The speaker addresses the Beazley transaction and asks how much the price increased from the initial offer to the agreed acquisition price.

   The Chair explains that Zurich's price offer remained stable throughout the entire process. The only thing that changed during the process was Beazley's willingness to accept Zurich's offer.

3. Remo Baumann, Untersiggenthal

   The speaker mentions that investments should be withdrawn from fossil energy and war technologies and redirected into sustainable, future-oriented business models, as these are more valuable and less risky in the long term. The speaker asks what concrete steps Zurich took in the past financial year to make its investments measurably more ecological and responsible, and how the Chair personally perceives this responsibility.

   The Chair points out that the 2025 Annual Report shows Zurich invested USD 12.2 billion in climate protection solutions last year. To achieve its own targets, Zurich will continue to invest capital in climate-friendly companies and reduce engagement with companies that do not meet requirements. By 2030, Zurich aims to increase investments in climate protection solutions to 6 percent of assets under management. The Chair states he is very proud to work for Zurich.

4. Martina Hegetschweiler, Zurich (represents Iared Camponovo)

   The speaker points out that environmental organizations criticize Zurich for still relying too heavily on fossil fuels, including liquefied natural gas (LNG). She asks how Zurich justifies supporting new LNG infrastructure given that this is not compatible with its commitment to net-zero by 2050.

   The Chair explains that global energy demand continues to grow, and renewable energies play a central role as they are affordable, efficient, and quickly available. While fossil fuels remain important, Zurich specifically supports companies that are transitioning to low-carbon business models, thereby strengthening the resilience of the energy infrastructure. Natural gas, including LNG, burns cleaner than oil and coal and thus represents an important factor during the transition phase.

5. Dr. Ines Zangger, Zurich (represents Andreas Freimüller Hüsser)

   The speaker mentions that she is a climate senior. She addresses Zurich's insurance support for liquefied gas plants, which significantly contribute to air pollution in the affected regions. She asks what measures Zurich has taken in the meantime to prevent these impacts and whether Zurich has withdrawn from the Calcasieu Pass project. The speaker further asks whether Zurich has taken precautionary measures with other facilities to prevent such impacts from liquefied gas plants or involvement in them, and why Zurich refused to hear from affected parties.

   The Chair explains that Zurich does not comment on individual customers or projects. Regarding precautionary measures for liquefied gas plants, the Chair emphasizes that Zurich integrates its commitment to sustainability and the UN Global Compact into its underwriting and business decisions. Zurich places great importance on working closely with its customers, better understanding their business and operations, and establishing responsible and sustainable business practices together.

6. Christian Alther, St. Gallen (represents Tobias Angehrn)

   The speaker mentions that, according to the International Renewable Energy Agency, today over 90 percent of all new renewable energy projects worldwide are more cost-effective than fossil alternatives. Nevertheless, the expansion of fossil fuels continues, particularly in the area of liquefied gas, where the largest expansion plans currently exist. The speaker criticizes Zurich for continuing to insure such projects. He asks how Zurich assesses the increasing economic risks of liquefied gas projects.

   Furthermore, he asks how Zurich evaluates the fact that renewable energies are now usually cheaper than fossil alternatives, and what specific targets Zurich sets to consistently develop its insurance business towards renewable energies.

   The Chair explains that Zurich considers all insurance-relevant risks covered by Zurich in its risk assessments. For Zurich's investments, Zurich's ESG approach helps to evaluate climate-related risks and achieve adequate, risk-adjusted, and long-term financial returns. Zurich has expertise and experience in new low-carbon technologies and infrastructures such as wind, solar, hydrogen, and hydropower. These technologies, which are necessary for the transition to net-zero, are continually evolving. Therefore, Zurich continuously develops its data, skills, and competencies to drive this progress.

7. Nora Scheel, Zurich

The speaker addresses liquefied gas plants and their impact on biodiversity. She asks whether Zurich is aware of the effects its business with liquefied gas plants has on biodiversity. She further inquires how Zurich ensures that insurance coverage for LNG projects does not contribute to the destruction of sensitive ecosystems, particularly in marine and coastal areas. Furthermore, she asks whether Zurich insures facilities in the "coral triangle" in Southeast Asia.

The Chair explains that Zurich believes no new fossil fuel projects beyond already existing or licensed projects are necessary for the transition to net-zero. Therefore, Zurich no longer insures new single-site policies for oil and gas exploration as well as development projects including production. The Chair further states that, as part of its insurance activities, Zurich pays attention to risks arising from human rights violations or negative impacts on conservation areas in all fossil fuel projects. Regarding the insurance of coral reefs, the Chair explains that insurance can in certain cases make a valuable contribution to local resilience, requiring tailored solutions. Zurich is currently not involved in such developments.

‌Agenda item 1.1: Approval of the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2025

The AGM approves the Management Report, the Annual Financial Statements and the Consolidated Financial Statements 2025 with the following result:

‌Agenda item 1.2: Advisory vote on the Remuneration Report 2025

The AGM approves the Remuneration Report 2025 in an advisory vote with the following result:

‌Agenda item 1.3: Advisory vote on the Sustainability Report 2025

The AGM approves the Sustainability Report 2025 in an advisory vote with the following result:

‌Agenda item 2: Appropriation of available earnings

The Chair explains that the available earnings of Zurich for the financial year 2025 amount to approximately CHF 13.25 billion. The Board proposes the distribution of a dividend of CHF 30 gross per share or a total amount of approximately CHF 4.3 billion out of the available earnings. The remaining amount of approximately CHF 8.8 billion shall be brought forward. He informs that if the proposal is approved, the dividend, less the Swiss withholding tax, will be paid as from April 14, 2026 to the holders of shares on the record date (April 13, 2026).

The composition of Zurich's available earnings and the appropriation of available earnings as proposed by the Board are presented to shareholders as follows:

1 These figures are based on the share capital issued as at December 31, 2025, and may change depending on the number of shares issued as at April 13, 2026. No dividend will be declared on treasury shares held by Zurich or its wholly-owned subsidiaries.

There are no interventions on agenda item 2.

The AGM approves the appropriation of available earnings in accordance with the Board's proposal with the following result:

Agenda item 3: Discharge of the members of the Board and the Executive Committee

The Chair explains that the Board proposes that discharge be granted to the members of the Board and the Executive Committee for the financial year 2025. The discharge proposal also includes all members that have left or have been newly elected or appointed to the Board and the Executive Committee during 2025.

There are no interventions on agenda item 3.

The Chair points out that persons bearing management responsibility or who bore management responsibility during the financial year 2025, i.e., the members of the Board and the Executive Committee, are not authorized to vote on the discharge, neither with their own shares nor with the shares they represent.

The AGM discharges the members of the Board and the Executive Committee for their activities in the financial year 2025 with the following result:

Agenda item 4: Elections

The Chair explains that the AGM elects the Chair, the Board members, the members of the Remuneration Committee, the independent voting representative and the auditors, and informs that the term of office of all the aforementioned persons ends in each case with the conclusion of the next AGM.

Agenda item 4.1: Re-elections of the Board Chair and the Board members; election of one new Board member

The Chair explains that all Board members, with the exception of Christoph Franz who has reached the maximum tenure, including himself as member and Board Chair, are standing for re-election for a further term of office.

Shareholders can find information on the current Board members in the Corporate Governance Report in the Annual Report 2025.

On behalf of the Board, the Chair then proposes the election of Mary Forrest as new Board member and introduces her. Mary Forrest's CV is published on https://www.zurich.com/agm.

Agenda item 4.1.1: Re-election of Michel M. Liès as member and Board Chair

The Chair hands over the chair for agenda item 4.1.1 to Christoph Franz, Board Vice-Chair. Christoph Franz states that the Board proposes to re-elect Michel M. Liès as member and Board Chair for a term of office ending with the conclusion of the next AGM.

There are no interventions on agenda item 4.1.1.

The AGM re-elects Michel M. Liès as member and Board Chair for a term of office ending with the conclusion of the next AGM with the following result:

Christoph Franz congratulates Michel M. Liès on behalf of the Board on his re-election and hands the chair back to him. The Chair thanks the shareholders for their trust.

Agenda items 4.1.2 - 4.1.12: Re-elections of Joan Amble, Catherine Bessant, Michael Halbherr, Thomas Jordan, Sabine Keller-Busse, Kishore Mahbubani, Peter Maurer, John Rafter, Jasmin Staiblin and Barry Stowe as Board members and election of Mary Forrest as Board member

The Chair explains that the Board, in addition to the re-elections of the aforementioned Board members, proposes the election of Mary Forrest as new Board member, each for a term of office ending with the conclusion of the next AGM.

There are no interventions on agenda items 4.1.2 - 4.1.12.

The AGM elects Joan Amble, Catherine Bessant, Michael Halbherr, Thomas Jordan, Sabine Keller-Busse, Kishore Mahbubani, Peter Maurer, John Rafter, Jasmin Staiblin, Barry Stowe and Mary Forrest as Board members, each for a term of office ending with the conclusion of the next AGM, with the following results:

The Chair congratulates all members and welcomes Mary Forrest to the Board. He then thanks Christoph Franz and gives the floor to Mary Forrest. Mary Forrest introduces herself and then hands back to the Chair.

Agenda item 4.2: Re-elections of the Remuneration Committee members; election of one new Remuneration Committee member

The Chair explains that the members of the Remuneration Committee are elected individually by the AGM. Only Board members are eligible for election. The chair of the Remuneration Committee is appointed by the Board.

All members of the Remuneration Committee, with the exception of Christoph Franz, have declared their willingness to accept their re-election as members of the Remuneration Committee for a term of office ending with the conclusion of the next AGM. On behalf of the Board, the Chair then proposes the election of Michael Halbherr as new Remuneration Committee member.

Agenda item 4.2.1: Re-election of Michel M. Liès as member of the Remuneration Committee

The Chair hands over the chair for agenda item 4.2.1 to Christoph Franz. He states that the Board proposes to re-elect Michel M. Liès as member of the Remuneration Committee for a term of office ending with the conclusion of the next AGM.

There are no interventions on agenda item 4.2.1.

The AGM re-elects Michel M. Liès as member of the Remuneration Committee for a term of office ending with the conclusion of the next AGM with the following result:

Christoph Franz congratulates Michel M. Liès on behalf of the Board on his re-election to the Remuneration Committee and hands the chair back to him. The Chair thanks the shareholders for their trust.

Agenda items 4.2.2 - 4.2.6: Re-elections of Catherine Bessant, Sabine Keller-Busse, Kishore Mahbubani and Jasmin Staiblin as members of the Remuneration Committee; election of Michael Halbherr as new Remuneration Committee member

The Chair explains that the Board, in addition to the re-elections of the aforementioned Remuneration Committee members, proposes the election of Michael Halbherr as new Remuneration Committee member, each for a term of office ending with the conclusion of the next AGM.

There are no interventions on agenda items 4.2.2 - 4.2.6.

The AGM re-elects Catherine Bessant, Sabine Keller-Busse, Kishore Mahbubani, Jasmin Staiblin and Michael Halbherr as members of the Remuneration Committee, each for a term of office ending with the conclusion of the next AGM, with the following results:

Agenda item 4.3: Re-election of the independent voting representative

The Chair explains that the AGM elects the independent voting representative whose term of office ends with the conclusion of the next AGM. The Law Office Keller Ltd, Zurich, meets the independence criteria and is available for re-election. Accordingly, the Board proposes the re-election of the Law Office Keller Ltd, Zurich, as independent voting representative for a term of office until the conclusion of the next AGM.

There are no interventions on agenda item 4.3.

The AGM re-elects the Law Office Keller Ltd, Zurich, as independent voting representative with the following result:

Agenda item 4.4: Re-election of the auditors

The Chair explains that the AGM elects the auditors. Ernst & Young Ltd, Zurich, meets the independence criteria and is available for re-election. Accordingly, the Board proposes the re-election of Ernst & Young Ltd, Zurich, as auditors for the financial year 2026.

There are no interventions on agenda item 4.4.

The AGM re-elects Ernst & Young Ltd, Zurich, as auditors for the financial year 2026 with the following result:

Agenda item 5: Approval of the remuneration

The Chair informs that agenda item 5 is split into two sub-agenda items, namely agenda item 5.1 «Approval of the remuneration for the Board» and agenda item 5.2 «Approval of the remuneration for the Executive Committee».

The Chair explains that the maximum total amounts of remuneration for the Board and the Executive Committee proposed for approval under agenda item 5 are explained in more detail in the invitation. The Chair refers to the Remuneration Report 2025 for more information on the already approved maximum total amounts of remuneration and the remuneration paid for the financial year 2025.

The Chair explains the two agenda items. The Board proposes to approve a maximum total amount of remuneration for the Board of CHF 6 million (plus legally required employer contributions to social security systems) for the period from the AGM 2026 to the AGM 2027 (agenda item 5.1) as well as a maximum total amount of remuneration for the Executive Committee of CHF 83 million (plus legally required employer contributions to social security systems) for the financial year 2027 (agenda item 5.2).

There are no interventions on agenda items 5.1 and 5.2.

Agenda item 5.1: Approval of the remuneration for the Board

The AGM approves the maximum total amount of remuneration for the Board of CHF 6 million (plus legally required employer contributions to social security systems) as proposed by the Board for the period from the AGM 2026 to the AGM 2027 with the following result:

Agenda item 5.2: Approval of the remuneration for the Executive Committee

The AGM approves the maximum total amount of remuneration for the Executive Committee of CHF 83 million (plus legally required employer contributions to social security systems) as proposed by the Board for the financial year 2027 with the following result:

***

The Chair closes the AGM of Zurich Insurance Group Ltd at 11.32 a.m. and informs that the next AGM is expected to take place on April 7, 2027.

sig. sig.

Michel M. Liès Kathrin Hoppe

Chair Secretary