AMERICAN INTERNATIONAL GROUP INC

Proposal 5 – Shareholder Proposal Requesting a Director Resignation By-Law Shareholder Proposal

AIG Statement in Opposition

AIG’s Corporate Governance Guidelines Already Provide for Mandatory Director Resignation

The Board has considered the above proposal carefully and believes it to be unnecessary. Incumbent directors are already required to submit irrevocable resignations prior to being nominated for re-election which would be triggered if a director fails to receive a majority of votes cast for the director’s election. Specifically, under AIG’s Corporate Governance Guidelines, an incumbent director can only be nominated for re-election provided that, prior to the mailing of the proxy statement for the annual meeting at which the director is to be re-elected, the director has tendered an irrevocable resignation that will be effective upon (i) the director’s failure to receive a majority of votes cast at any annual meeting at which the director is nominated for re-election and (ii) the Board decides to accept such resignation.

The Board believes this proposal is overbroad, has the potential to harm shareholder interests, and ultimately is unnecessary given the Company’s strong governance practices. Further, imposing a uncompromising standard that forces a board to accept an irrevocable resignation on file without regard to the specific circumstances strips the Board of its discretion in determining the board composition that serves the best interests of AIG and our shareholders in light of the Company’s needs and circumstances at the time.

The Board Must Maintain the Ability to Exercise its Judgment

The Board believes it is critically important to maintain the flexibility to choose the right mix of skills, expertise and experience represented on the Board to best fit the Company’s strategic goals. By requiring a mandatory director resignation without regard to the circumstances, the Board’s effectiveness is unilaterally constrained, which ultimately harms shareholders. Further, the shareholder proposal would eliminate the Board’s ability to act in the interests of AIG and its shareholders by limiting its decision-making authority. The Board believes that our Company and our shareholders benefit from the Board’s judgment in exercising its discretion as to whether to accept a director’s irrevocable resignation on file based on the facts and circumstances at the time.

Our Strong Corporate Governance Practices Promote Board Accountability and Responsiveness to Shareholders

Our Board recognizes that it is accountable to our shareholders and believes that our current corporate governance practices demonstrate and promote accountability and advance long-term value creation. Our key substantive shareholder rights and strong corporate governance practices include:

n Irrevocable Resignation Letter: Each director nominee has submitted an irrevocable resignation that becomes effective upon (1) the nominee’s failure to receive the required vote and (2) the Board's acceptance of the resignation.

n Active Shareholder Engagement Program: We regularly engage with our shareholders to solicit their feedback regarding issues including executive compensation and corporate governance.

n Lead Independent Director: Our Lead Independent Director has well-defined responsibilities that enhance 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.

n Independent Board: 9 of 10 director nominees are independent and have deep expertise in insurance, financial services, risk management and corporate governance.

n Strong Director Succession and Refreshment Practices: Our Board takes a thoughtful approach to refreshment, considering the characteristics and qualifications of existing directors, potential director departures and the Company's evolving strategic objectives when evaluating Board composition.

n Diverse Board of Directors: Our Board reflects diversity in experience, skills, race, ethnicity, age and gender. Fifty percent of our Board identifies as female or an underrepresented minority.

n Proxy Access: We have adopted a proxy access right applying corporate best practices, allowing shareholders to include director nominations in our proxy statement.

n Annual Board Self-Evaluations: Our Board annually reviews the qualifications, experiences and contributions of its directors to provide for a Board that is comprised of the right mix to achieve AIG’s strategic goals.

n Communication with the Board: Shareholders may communicate with any individual director or the full Board.

Voting Recommendation

For the reasons set forth above, the Board of Directors unanimously recommends a vote AGAINST the shareholder proposal requesting a director election resignation by-Law.

98 AIG 2024 PROXY STATEMENT