Chubb Ltd

Our Board is requesting shareholder approval of the Company’s management report and both the standalone Swiss statutory and consolidated financial statements for the year ended December 31, 2025, as included in the Annual Report. Under Swiss law these documents must be submitted for shareholder approval each year; the Company’s statutory auditor PwC AG issued unqualified recommendations that the statutory and consolidated financial statements be approved and that they comply with Swiss law and U.S. GAAP. Management seeks approval to fulfill legal requirements and to enable subsequent items dependent on approval, such as the appropriation of profit and the proposed dividend. The board recommends a "FOR" vote because the financial statements have been audited with unqualified opinions and management believes they fairly present the Company’s position, and approval is a routine compliance matter under Swiss corporate governance. This is a routine statutory approval rather than a controversial governance or compensation matter.

This management proposal asks shareholders to approve (a) allocating CHF 2.5 billion from capital contribution reserves into a segregated Dividend Reserve and (b) authorizing the Board to distribute up to USD $4.08 per common share from that reserve in one or more installments through the 2027 AGM. The process allows the Company to pay dividends out of legal reserves (avoiding Swiss withholding tax) and provides the Board with discretion to determine timing and installment amounts and to refrain from payment if conditions warrant. Management presents the change as a capital-accounting and tax-efficient mechanism that provides flexibility while preserving balance sheet strength for acquisitions, share repurchases and operating needs; PwC’s statutory audit confirmed compliance. Board recommends “FOR” to align distribution policy with shareholder returns while retaining operational flexibility. The proposal is notable for authorizing a substantive dividend level (a $0.20 increase year-over-year) and for establishing a sizable CHF reserve; shareholders approve both the reserve creation and the cap on per-share dividend. From governance and capital management perspectives, the measure balances returning capital to shareholders against preserving funds for strategic uses and is framed as prudent by management given currency considerations and Swiss legal mechanics.

This proposal seeks shareholder authorization to renew the Articles of Association capital band, permitting the Board to change stated share capital within a +/-20% band for one year. Management argues the capital band provides agility to issue or cancel shares for corporate finance, acquisitions, regulatory capital management, and share repurchase cancellations without convening shareholders, while still maintaining limits and preserving pre-emptive rights except in specified circumstances (e.g., private placements for M&A, strategic partners, regulatory capital, share plans). The measure aligns with Swiss corporate practice and is structured with bilateral limits and detailed modalities for exclusion of pre-emptive rights where necessary. A two-thirds shareholder approval is required under Swiss law, reflecting the significant governance power this delegation confers; Board recommends FOR as it supports capital flexibility to respond to emergent financing needs or strategic transactions while asserting that NYSE and other rules may still require separate shareholder approvals in certain circumstances.

Management requests shareholder approval of an amended and restated Long-Term Incentive Plan to add 12.3 million shares to the reserve and increase the sublimit for full-value awards by 6.15 million shares, extending capacity for grants for approximately seven years under expected grant practices. The Amended LTIP updates substitution authority for awards upon acquisition, removes obsolete Section 162(m) individual award limits, and preserves shareholder protections—no evergreen increases, no liberal recycling, no repricing without shareholder approval, minimum vesting and clawbacks. Management frames the plan as essential to continuing widespread annual equity grants to a broad population (~6,700 employees in 2026), aligning pay with performance and retention. The Board supports the plan and recommends FOR, noting that awards remain subject to committee discretion, compensation caps approved under Swiss law, and existing governance safeguards. Approval will enable continued use of equity to attract and retain talent and align with peer practices; failure to approve would reduce future grant capacity and may prompt a revised proposal or extraordinary meeting.

Under Swiss law, shareholders must bindingly approve maximum aggregate compensation for Board members (11.1) and Executive Management for the forthcoming period (11.2), and are given a non-binding advisory vote on the audited Swiss Compensation Report for the prior year (11.3). Management seeks approval of unchanged $6.5M cap for Board compensation and an increased $98M cap for Executive Management for 2027 (up from $78M approved for 2026), citing need for flexibility to attract and retain talent and to account for compensation decisions linked to strong 2025 performance; the Compensation Committee used independent benchmarking and incorporated a ‘cushion’ for future awards. The advisory approval of the Swiss Compensation Report provides retrospective shareholder input. The Board recommends FOR on each sub-item; failure to approve would prompt the Board to consider alternatives, including submitting revised proposals or calling an extraordinary meeting, but would not automatically preclude payment subject to subsequent shareholder approval.

This advisory proposal (say-on-pay) asks shareholders to approve the Company’s named executive officer compensation as disclosed for 2025. Management argues that executive pay is closely linked to performance (95% of CEO pay and 88% of other NEOs is at-risk), with equity awards entirely performance-based, robust governance including independent consultants, clawbacks, stock ownership requirements, and risk-alignment features (no hedging, no pledging, minimum vesting, clawbacks). The Compensation Committee considered record 2025 financial results, strong underwriting performance, strategic execution and peer benchmarking in determining increases in CEO variable pay and other NEO awards. The vote is advisory; the Board will consider the outcome when making future decisions.

Under Swiss law, the Company must present a non-financial Sustainability Report covering environmental, social and governance matters. Management asks shareholders to approve the 2025 Sustainability Report, which covers Board oversight of sustainability risks, ethical conduct and human rights, climate strategy and metrics, and workforce governance. The report aligns, to the extent feasible, with ISSB S-1/S-2 and includes climate disclosures and TCFD-aligned metrics. The Board recommends FOR and will consider stakeholder feedback if the report is not approved; this item is routine under Swiss corporate reporting rules and provides shareholders an opportunity for oversight of non-financial reporting and sustainability governance.