AMERICAN INTERNATIONAL GROUP INC

Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy AIG Statement in Opposition

AIG Statement in Opposition

The Board believes that, currently, the Company and its shareholders are best served by Peter Zaffino as both Chairman & CEO and John Rice as Lead Independent Director.

We have recently conducted extensive outreach with our shareholders which specifically included discussions regarding our current Board leadership structure. There was not a consensus view that we should change our current structure. In response to the feedback we did receive, we enhanced the duties and responsibilities of the Lead Independent Director (see page 24). Our shareholders, in fact, expressed high regard for the performance of Peter Zaffino, our Chairman & CEO. Mr. Zaffino has provided strong leadership since joining the Company in 2017, including designing and successfully delivering on multiple complex initiatives resulting in sustainable, profitable growth, as well as recruiting talent throughout the organization. Mr. Zaffino has deep insurance expertise and is highly respected in the global insurance industry and by the Company’s many stakeholders, including shareholders and the investment community more broadly. In 2023, Mr. Zaffino led efforts to broaden and diversify the skills and experience of the Board through the successful recruitment of three new independent directors: Diana Murphy, Vanessa Wittman and Jimmy Dunne.

The Board is responsible for establishing and maintaining an effective leadership structure for the Company. The Board believes that, currently, the most effective leadership structure for the Company is achieved through the combination of the extensive knowledge and experience of Mr. Zaffino and the active, independent leadership of John Rice.

Because our Chair is not independent, the Board selected a non-management director to serve as Lead Independent Director as required by AIG's By-Laws and Corporate Governance Guidelines. The Board believes that a Lead Independent Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight, and provides a channel for independent directors to candidly raise issues or concerns for the Board’s consideration. Mr. Rice speaks with Mr. Zaffino regularly, and the Board believes that Mr. Rice’s professional experience positions him well for working collaboratively with Mr. Zaffino while simultaneously providing independent oversight of management.

Our Lead Independent Director role is robust with substantive leadership responsibilities that help to ensure effective independent oversight.

Our Board is aligned with, and accountable to, our shareholders, and recently adopted several updates to the Corporate Governance Guidelines, including expanding upon the role of the Lead Independent Director. The Lead Independent Director has the following duties and responsibilities:

n Providing advice, guidance and assistance to the Chair;

n Calling and chairing executive sessions of the Independent Directors, in conjunction with each regularly scheduled meeting of the Board and calling and chairing additional executive sessions and meetings of the Independent Directors as needed;

n Approving the agenda for each Board meeting;

n Approving Board meeting schedules;

n Coordinating with the Chair and the chair of the Nominating and Corporate Governance Committee to identify and evaluate candidates qualified to serve as directors on the Board;

n Coordinating with the Chair and the chair of the Nominating and Corporate Governance Committee with respect to the format and process for the performance evaluations of the Board and its committees;

n Chairing meetings of the Board in the absence of the Chair;

n Serving as a liaison and facilitating communication between the Chair and the Independent Directors;

n Advising and providing feedback to the Chair regarding the quality, quantity, appropriateness and timeliness of information provided to the Board;

n Being available for communications with shareholders, government officials, and other stakeholders, as necessary, upon reasonable request;

n Conferring regularly with the Chair on matters of importance that may require action or oversight by the Board; and

n Carrying out such other duties as are requested by the Independent Directors, the Board or any of its committees from time to time.

AIG 2024 PROXY STATEMENT 95

Proposal 4 – Shareholder Proposal Requesting an Independent Board Chair Policy AIG Statement in Opposition

The Board believes it is important to preserve the flexibility to determine the most effective leadership structure based on an assessment of the Company’s needs and circumstances at any given time.

The Board believes our Company and our shareholders benefit from this flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our leadership team, our strategic goals and the opportunities and challenges we face. Moreover, our Lead Independent Director role, as well as our other corporate governance practices, already provide robust independent leadership and the level of leadership and oversight requested by this proposal. The Board has concluded that, rather than taking a “one-size-fits-all” approach to its leadership structure, the Board’s fiduciary responsibilities are best fulfilled by retaining flexibility to determine the leadership structure that serves the best interests of AIG and its shareholders, considering the Company’s needs and circumstances at any given time.

The Board does not believe that any single leadership model is appropriate in all circumstances. This view is supported by the diversity of practice at U.S. public companies: according to the 2023 U.S. Spencer Stuart Board Index, only 39 percent of S&P 500 companies have an independent chair and 41 percent of S&P 500 companies have combined the board chairperson and CEO roles.

Our current leadership structure provides strong, independent Board oversight of management, and our robust corporate governance practices and mechanisms seek to ensure accountability.

Except for Mr. Zaffino, all director nominees are independent, and each committee is comprised entirely of independent directors – ensuring that independent directors have oversight of critical matters, such as the integrity of AIG’s financial statements (including internal control over financial reporting), risk management, the compensation of executive officers, the nomination of directors, and the development of corporate governance principles. In addition, under the Corporate Governance Guidelines and each committee’s charter, independent directors may, in their sole discretion, retain separate legal, accounting, and other advisors, as they deem necessary or appropriate. The independent directors regularly meet in private sessions without management during Board and committee meetings, and the Lead Independent Director is empowered to call additional private sessions as needed. The Board believes that the Company’s overall corporate governance framework already satisfies the proposal’s stated objectives. Existing corporate governance practices and mechanisms include:

n A diverse and experienced Board elected annually

n Majority voting for directors in uncontested elections

n Independent directors meet regularly without management in conjunction with regularly scheduled Board and committee meetings

n The Board annually evaluates the CEO performance

n The Board reviews the selection of the Lead Independent Director annually

The Board believes that, given the robust independent oversight framework in place, shareholders are best served by the Board retaining the flexibility to determine, from time to time, the most appropriate leadership structure based on the Company’s needs under the circumstances existing at the time.

Voting Recommendation

For the reasons set forth above, the Board of Directors unanimously recommends a vote AGAINST the shareholder proposal requesting an independent Board chair policy.

96 AIG 2024 PROXY STATEMENT